Common use of Member Minimum Gain Chargeback Clause in Contracts

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, then, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i), shall be specially allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and (j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.B(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.B(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain,” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(4) 2(i), and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V10, except Section 10.02(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Company Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and (j)(2)of the Regulations. This Section 5.2(b10.02(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation such Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4) and notwithstanding any other provision of this Article VVI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.A(1) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.A(2) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.A(1) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.A(2) is intended to comply with qualify as a "chargeback of partner nonrecourse debt minimum gain" within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b3.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who which has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i2(i)(5), shall be specially allocated items of the Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations § 1.704-2(i)(4) and (j)(2§ 1.704-2(j)(2)(ii). This Section 5.2(b5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 1 to the contrary, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Company Year (and, if necessary, subsequent Fiscal PeriodsCompany Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704- 2(j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company fiscal year, each Member who that, as of the beginning of such year, has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall shall, subject to the exceptions provided in Treasury Regulations Section 1.704-2(f), be specially allocated items of Company income and gain for such Fiscal Period fiscal year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(i)(2). This To the extent that this Section 5.2(b4.3(b) is intended to comply inconsistent with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and 2(i), the Member Minimum Gain chargeback provided for herein shall be applied and interpreted consistently therewithin accordance with such regulation.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VAgreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.A(2) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as provided in Regulations § 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period taxable year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance a manner consistent with Treasury Regulation Section the provisions of Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii). This Section 5.2(b6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section of Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VAgreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704- 2(j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.4(a)(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s Hoxxxx’x share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.4(a)(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulation Section 1.704-2(i)(4), notwithstanding any other provision provisions of this Article VAgreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period taxable year (and, if necessary, subsequent Fiscal Periodstaxable years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(41.704¬2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) 10.03 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VIII, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b3.04(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treas. Reg. Section 1.704- 2(i)(4), notwithstanding any other provision of this Article Vthese Regulatory Allocations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain nonrecourse debt minimum gain, as defined in Treas. Reg. Section 1.704- 2(i)(2) and determined pursuant to Treas. Reg. Section 1.704- 2(i)(3), attributable to a Member Nonrecourse Debtnonrecourse debt as defined in Treas. Reg. Section 1.704-2(b)(4), thenduring any Company fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain nonrecourse debt minimum gain attributable to such Member Nonrecourse Debtnonrecourse debt, determined in accordance with Treasury Regulation Treas. Reg. Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, and if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain nonrecourse debt minimum gain attributable to such Member Nonrecourse Debtnonrecourse debt, determined in accordance with Treasury Regulation Treas. Reg. Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Treas. Regulations 1.704-2(i)(4) and (j)(21.704-2(G)(2). This Section 5.2(b) 5.6.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Treas. Reg. Section 1.704-2(i)(41.704- 2 (i) (4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenas defined in Treasury Regulation Section 1.704- 2(i)(4), during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) 8.8 is intended to comply with the minimum gain Member Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(41.704(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4), notwithstanding any other provision of this Article VSection, if there is a net decrease in Member Nonrecourse Debt nonrecourse debt Minimum Gain attributable to a Member Nonrecourse Debt, thennonrecourse debt during any accounting period, each Member Person who has a share of the Member Nonrecourse Debt nonrecourse debt Minimum Gain attributable to such Member Nonrecourse Debtnonrecourse debt, determined in accordance with Treasury Regulation Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period accounting period (and, if necessary, subsequent Fiscal Periodsaccounting periods) in an amount equal to such Member’s Person's share of the net decrease in Member Nonrecourse Debt nonrecourse debt Minimum Gain attributable to such Member Nonrecourse Debtnonrecourse debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member such Person pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-(j)(2). This Section 5.2(b) subsection is intended to comply with the minimum gain Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenas defined in Treasury Regulations Section 1.704-2(i)(4), during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) A.8 is intended to comply with the minimum gain Member Minimum Gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period taxable year (and, if necessary, subsequent Fiscal Periodstaxable years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b4.4(b) is intended to comply with the minimum gain chargeback requirement set forth in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.. Back to Table of Contents

Member Minimum Gain Chargeback. Notwithstanding any other provision Except as otherwise provided in section 1.704-2(i)(4) of this Article Vthe Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member person who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i)2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Memberperson’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i)(4)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member and pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections sections 1.704-2(i)(4) and (j)(2)1.704-2(j)(2) of the Regulations. This Section 5.2(b6.3(d) is intended to comply with the member minimum gain chargeback requirement in Treasury Regulation Section section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.A(1) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-1.704- 2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.A(2) is intended to comply with qualify as a "charge back of partner nonrecourse debt minimum gain" within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VIII, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b3.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VAgreement, or of this Section 2.2 except Section 2.2(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company taxable year, each Member Person who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretoGain. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(2f)(5). This Section 5.2(b2.2(d) is intended to comply with the minimum gain Member Minimum Gain chargeback requirement in Treasury Regulation such Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 2.2(d), each Member’s Excess Capital Account Deficit shall be determined prior to any other allocations pursuant to this Section 2.2 with respect to such taxable year, other than allocations pursuant to Section 2.2(c) hereof.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b3.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding the provisions of Article 6 of this Agreement or any other provision provisions of this Article VExhibit B (except Section 5.A hereof), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(42(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) 5.B is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-1.704 - 2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provision of this Article VExhibit B, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)2(i)(5) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulation Section 1.704-2(i)(4)) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and (j)(2)1.704-2(j)(2) of the Treasury Regulations. This Section 5.2(b(b) is intended to comply with the partner minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VIV, except Section 4.04(b), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse DebtDebt during any Company Year or other applicable period, then, subject to the exceptions set forth in Regulation § 1.704-2(i)(4), each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section § 1.704-2(i), 2(i)(5) shall be specially allocated items of Company income and gain for such Fiscal Period Company Year (and, if necessary, subsequent Fiscal PeriodsCompany Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections § 1.704-2(i)(4) and (j)(2). This Section 5.2(b4.04(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article VXIII, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i)2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to the portion of such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i)(4)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items item to be so allocated shall be determined in accordance with Treasury Regulation Sections section 1.704-2(i)(4) and (j)(2)1.704-2(j)(2) of the Regulations. This Section 5.2(b) 13.7 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) 3.9.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3A.(1) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3A.(2) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VARTICLE IV, except Section 4.3(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who which has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations § 1.704-2(i)(4) and (j)(2§ 1.704-2(j)(2)(ii). This Section 5.2(b4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i1.704- 2(i)(5), shall be specially specifically allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to the portion of such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b7.2(a)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.;

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulation section 1.704-2(i)(4), notwithstanding any other provision of this Article V7, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) 7.5.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VIII (other than Section 3.4(a)), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b3.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3(a)(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3(a)(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain,” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(4) 2(i), and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.4(a)(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHxxxxx’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.4(a)(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Person who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such MemberPerson’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704- 2(j)(2). This Section 5.2(b) 4.3.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V4 except Section 4.2(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations § 1.704-2(i)(4) and (j)(2). This Section 5.2(b4.2(b) is intended to comply with the “minimum gain chargeback chargeback” requirement in Treasury Regulation Section of Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VARTICLE 9, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who that has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b9.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4) and notwithstanding any other provision of this Article VVI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.2(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.A(1) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i1.704- 2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.A(2) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Section 1.704-2(i) (4) of the Regulations, notwithstanding any other provision of this Article V3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and (j)(2)1.704-2(j)(2) of the Regulations. This Section 5.2(b3.03(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulation section 1.704-2(i)(4), notwithstanding any other provision of this Article VX, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to the portion of such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b10.5(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding the provisions of ARTICLE 6 of this Agreement or any other provision provisions of this Article VEXHIBIT B (except SECTION 5.A hereof), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(42(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) SECTION 5.B is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-1.704 - 2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 5.3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Taxable Period, each Member who that has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Taxable Period (and, if necessary, subsequent Fiscal Taxable Periods) in an amount equal to such Member’s share of the such net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtDebt during such Taxable Period, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b5.3(c)(i)(B) is intended to comply with the minimum gain chargeback requirement set forth in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of Section 7.1 of this Article VAgreement or any other provisions of this Exhibit C (except Section 1.A hereof), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any LLC taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.7041.702-2(i2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) 1.B is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. Solely for purposes of the Section 1.B, each Member’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 7.1 of the Agreement or this Exhibit with respect to such LLC taxable year, other than allocations pursuant to Section 1.A hereof.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article VSection 5 except Section 5.6(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, (determined in accordance with Treasury Regulation Section 1.704-2(i2(i)(5), ) as of the beginning of such year shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b5.6(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) such section of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VSection 7 except Section 7.3(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Partner Nonrecourse Debt, then, Debt during any Fiscal Year each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(0(5), shall be specially allocated items of Company income and gain Income for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(42(0(4). Allocations pursuant to the previous sentence shall be made first in accordance with and in the manner provided in Section 7.6 to the extent possible and thereafter in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(42(0(4) and (j)(21.704-2(j)(2)(ii). This Section 5.2(b7.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(42(0(4) and shall be interpreted and applied in a manner consistently therewith. Solely for purposes of this Section 7.3(b), each Member’s net decrease in Member Minimum Gain shall be determined prior to any other allocations pursuant to this Section 7 with respect to such Fiscal Year, other than allocations pursuant to Section 7.3(a).

Member Minimum Gain Chargeback. Notwithstanding any ------------------------------ other provision of this Article V7 except Section 7,5(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(42(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and (j)(2)1.704-2(j)(2) of the Regulations. This Section 5.2(b7.5(b) is intended to comply with the minimum gain Member Nonrecourse Debt Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) such Sections of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VX, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenNon-recourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Non-recourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to the portion of such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Non-recourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b10.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations § 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section § 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations § 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) Subsection is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3(b)(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3(b)(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain,” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(4) 2(i), and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.4(a)(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberXxxxxx’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.4(a)(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VVII, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to the portion of such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b7.03(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenas defined in Treasury Regulations Section 1.704-2(i)(4), during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and (j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.). This Section

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V10, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who that has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b10.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Person who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such MemberPerson’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(i)(2). This Section 5.2(b) 4.3.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulation Section 1.704 -2(i)(4), notwithstanding any other provision of this Article V3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Person who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i1.704 -2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s Person's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(41.704 -2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(41.704 -2(i)(4) and (j)(21.704 -2(j)(2). This Section 5.2(b3.5(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(41.704 -2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse DebtDebt during any Company fiscal year, thenwithin the meaning of Treasury Regulation sections 1.704-2(i)(3) and 1.704-2(k), each Member who that, as of the beginning of such year, has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period fiscal year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections section 1.704-2(i)(4) and (j)(21.704-2(i)(2). This To the extent that this Section 5.2(b3.3(b) is intended to comply inconsistent with the minimum gain chargeback requirement in Treasury Regulation Section section 1.704-2(i)(4) and 2(i), the Member Minimum Gain chargeback provided for herein shall be applied and interpreted consistently therewithin accordance with such regulation.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VIV, except Section 4.3(b), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse DebtDebt during any Company Year or other applicable period, then, subject to the exceptions set forth in Regulation § 1.704-2(i)(4), each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section § 1.704-2(i), 2(i)(5) shall be specially allocated items of Company income and gain for such Fiscal Period Company Year (and, if necessary, subsequent Fiscal PeriodsCompany Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections § 1.704-2(i)(4) and (j)(2). This Section 5.2(b4.3(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(42(i) (4) and 1.704-2(j) (j)(22). This Section 5.2(b4.2(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(42(i) (4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VIII, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b3.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.B(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.B(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain,” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(4) 2(i), and shall be interpreted consistently therewith.. Table of Contents

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as provided in Regulations § 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period taxable year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance a manner consistent with Treasury Regulation Section the provisions of Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii). This Section 5.2(b6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-of Regulations § 1.704- 2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article Vexcept Section , if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Partner Nonrecourse Debt, then, Debt during any Fiscal Year each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(0(5), shall be specially allocated items of Company income and gain Income for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(42(0(4). Allocations pursuant to the previous sentence shall be made first in accordance with and in the manner provided in Section to the extent possible and thereafter in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(42(0(4) and (j)(21.704-2(j)(2)(ii). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(42(0(4) and shall be interpreted and applied in a manner consistently therewith. Solely for purposes of this Section , each Member’s net decrease in Member Minimum Gain shall be determined prior to any other allocations pursuant to this with respect to such Fiscal Year, other than allocations pursuant to Section .

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.7041 (i)(4), notwithstanding any other provision of this Article VIV, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i1.7042(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(41.7042(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(41.7042(i)(4) and (j)(21.70420)(2). This Section 5.2(b4.8(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(41.7042(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Treasury Regulation Section 1.704-2(i), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year or portion thereof, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, and if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(bSECTION 10.3(f) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.B(i) above, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.B(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain,” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(4) 2(i), and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenas defined in Treasury Regulation Section 1.704-2(i)(4), during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) 3.7 is intended to comply with the minimum gain Member Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(41.704(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulations §1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations §1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations §1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations §§1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section Regulations §1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Treasury Regulation Section 1.704-2(i), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year or portion thereof, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, and if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b10.3(f) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article V, Section 8 if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period fiscal year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and (j)(2)1.704-2(j)(2) of the Regulations. This Section 5.2(b8(c)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulation § 1.704-2(i)(4), notwithstanding any other provision of this Article V4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain minimum gain attributable to a Member Nonrecourse Debt, thennonrecourse debt during any Company fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtnonrecourse debt, determined in accordance with Treasury Regulation Section § 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period fiscal year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations §§ 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b4.3(b) is intended to comply with the minimum gain Minimum Gain chargeback requirement in Treasury Regulation Section § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.A(1) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i1.704- 2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-1.704- 2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.A(2) is intended to comply with qualify as a "chargeback of partner nonrecourse debt minimum gain" within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article Vhereof to the contrary (except Section 4.5 hereof), if there is a net decrease in Member Nonrecourse Debt Partner Minimum Gain attributable to a Member Partner Nonrecourse DebtDebt during any taxable year of the Company, then, then each Member who has a share of the Member Nonrecourse Debt Partner Minimum Gain attributable to such Member Partner Nonrecourse Debt, Debt (as determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), ) shall be specially allocated items of Company income and gain for such Fiscal Period taxable year (and, and if necessary, subsequent Fiscal Periodstaxable years) in an amount equal to the portion of such Member’s 's share of the net decrease in Member Nonrecourse Debt Partner Minimum Gain attributable to such Member Partner Nonrecourse Debt, Debt (as determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4)). Allocations Any allocations made pursuant to the previous sentence this Section shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items of income or gain to be specially allocated under this Section 4.6 shall be determined in accordance with Treasury Regulation Sections 1.704Regulations Section l.704-2(i)(4) and (j)(2). This Section 5.2(b) 4.6 is intended to comply with the minimum gain chargeback requirement in requirements of Treasury Regulation Regulations Section 1.704-2(i)(41.7042(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VARTICLE III, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b3.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period taxable year (and, if necessary, subsequent Fiscal Periodstaxable years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b4.3(b) is intended to comply with the minimum gain chargeback requirement set forth in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VX, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any fiscal year of the Company, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period fiscal year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b10.3(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) 2 and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section ‎6.03(a)(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member the Members and other Holders pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b5.03(a)(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith. 1 All capitalized terms in this Section 5.03 that are not otherwise defined in this Agreement shall have the meaning set forth for each such terms in Regulations Section 1.704 2.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VSection 4 except Section 4.2.1, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Company fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to the portion of such Member’s Person's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(5), that is allocable to the disposition of Company Property subject to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Section 1.704-2(i)(4) and (j)(2)of the Regulations. This Section 5.2(b) 4.2.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation such Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Article V5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse DebtDebt during any fiscal year, then, each any Member who has with a share of the that Member Nonrecourse Debt Minimum Gain attributable to such a Member Nonrecourse Debt, Debt (as determined in accordance with under Treasury Regulation Section 1.704-2(i2(i)(5), ) as of the beginning of the year shall be specially allocated items of Company income and gain for such Fiscal Period fiscal year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(42(f)(6) and (j)(21.704-2(j)(2). This Section 5.2(b5.05(b) is intended to comply with the partner minimum gain chargeback requirement requirements in the Treasury Regulation Section 1.704-2(i)(4) Regulations and shall be interpreted and applied consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VIV, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period taxable year (and, if necessary, subsequent Fiscal Periodstaxable years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b4.6(b) is intended to comply with the minimum gain chargeback requirement set forth in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b4.2 (b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, and notwithstanding any other provision of this Article VSection 7.2, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)) (5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period fiscal year (and, if necessary, subsequent Fiscal Periodsfiscal years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(42(i) (4) and (j)(2)1.704-2(j)(2) of the Regulations. This Section 5.2(b) 7.2.4 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenas defined in Treasury Regulations Section l.704- 2(i)(4), during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i1.704- 2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) A.8 is intended to comply with the minimum gain Member Minimum Gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), and notwithstanding any other provision provisions of this Article VIX, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenduring any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations Sections 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b9.3(b) is intended to comply with the minimum gain chargeback Minimum Gain Chargeback requirement in Treasury Regulation of Regulations Section 1.704-2(i)(4) ), and shall be interpreted consistently therewith.therewith.‌

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulation § 1.704-2(i)(4), notwithstanding any other provision of this Article V13 (other than Section 13.5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenduring any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulation Section § 1.704-2(i2(i)(5), shall be specially allocated items of Company gross income and gain for such Fiscal Period Year (and, if necessary, for subsequent Fiscal PeriodsYears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulation Section § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections § 1.704-2(i)(4) and (j)(2Treasury Regulation § 1.704-2(j)(2). This Section 5.2(b) 13.6 is intended to comply with the chargeback of partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section § 1.704-2(i)(4) and shall be applied and interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided ------------------------------ in Regulations Section 1.704-2(i)(4) or in Section 6.3.A(1) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704- 2(j)(2). This Section 5.2(b6.3.A(2) is intended to comply with qualify as a "chargeback of partner nonrecourse debt minimum gain" within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4) and notwithstanding any other provision of this Article VVI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Year (and, if necessary, subsequent Fiscal PeriodsYears) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise pro vided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable attribut able to a Member Nonrecourse Debt, thenDebt during any Fiscal Period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially specifically allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regula tions Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, then, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i), shall be specially allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(2). This Section 5.2(b5.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section Regulations Sections 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VExcept as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.B(i) hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period year (and, if necessary, subsequent Fiscal Periodsyears) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(42 (i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b6.3.B(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain,” within the minimum gain chargeback requirement in Treasury Regulation meaning of Regulations Section 1.704-2(i)(4) 2(i), and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V6, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, thenDebt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period Allocation Year (and, if necessary, subsequent Fiscal PeriodsAllocation Years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2). This Section 5.2(b) 6.3.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.