Common use of Member Nonrecourse Debt Minimum Gain Chargeback Clause in Contracts

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury 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 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury 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 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.03(a)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 6.2(a)(i), 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 during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Holder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 6.2(a)(ii) 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 Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii6.2(a)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article VIV, but except Section 4.4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yearfiscal year of the LLC, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 4.5 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article V, except Section 5.3(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704l.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section A2(b) for a Fiscal Year shall be made before any other allocation of Company items under this Appendix 1. except only for special allocations required under Section A2(a) of this Appendix 1. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(iiA2(b) is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(420(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), 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 during “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704 2(i)(4) of the Treasury Regulations) in any Fiscal Year, 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 Regulations Section 1.704-2(i)(5), “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such arising during that Fiscal Year (and, and if necessary, necessary subsequent Fiscal 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 Regulations extent required by Section 1.704-2(i)(4). Allocations pursuant to ) of the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretoTreasury Regulations. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 5.04(b)(ii4.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury 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 during any Fiscal Yearyear, 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii4.5(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury 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 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii6.4(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article Vagreement, except Section 2 of this Exhibit B, if there is a net decrease in Member Nonrecourse Debt Minimum Gain member nonrecourse debt minimum gain attributable to a Member Nonrecourse Debt member nonrecourse debt during any Fiscal Yeartaxable year of the company, each Member member who has a share of the Member Nonrecourse Debt Minimum Gain member nonrecourse debt minimum gain attributable to such Member Nonrecourse Debtmember nonrecourse debt, determined in accordance with Treasury Regulations Section Regulation § 1.704-2(i)(5), shall will be specially allocated items of Company company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Member’s member's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtmember nonrecourse debt, determined in accordance with Treasury Regulations Section Regulation § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall this Section 3 of Exhibit B will be made in proportion to the respective amounts required to be allocated to each Member member pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulations Sections Regulation § 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 3 of Exhibit B is intended to comply with with, and will be interpreted consistently with, the partner nonrecourse debt minimum gain chargeback requirement in provisions of Treasury Regulations Section Regulation § 1.704-2(i)(4) and shall be interpreted consistently therewith).

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Regulation 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 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 Regulations Regulation Section 1.704-2(i)(5), shall be specially specifically allocated items of Company income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal 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 Regulations 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 Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii7.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704l.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section A2(b) for a Fiscal Year shall be made before any other allocation of Company items under this Appendix 1. except only for special allocations required under Section A2(a) of this Appendix 1. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is A2(b)is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(420(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided Subject to the exceptions set forth in Treasury Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of in this Article VAllocation Addendum, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year taxable year (and, if necessary, subsequent Fiscal Yearsyears) 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 the provisions of 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 3.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations § 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section § 1.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section A2(b) for a Fiscal Year shall be made before any other allocation of Company items under this Appendix 1, except only for special allocations required under Section A2(a) hereof. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections § 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(iiA2(b) is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article VSection 4, except Section 4.4 hereof, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearYear 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 4.5 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided Notwithstanding any provision of the Agreement to the contrary, and subject to the exceptions set forth in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision ) of this Article Vthe Treasury Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearCompany 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 Regulations Section 1.704-2(i)(5)2(i)(3) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 Regulations Section 1.704-2(i)(4)2(i)(5) 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)of the Treasury Regulations. This Section 5.04(b)(iiC1(b)(ii) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided set forth in Treasury Regulations Regulation Section 1.704-2(i)(4), notwithstanding if during any other provision of this Article V, if Fiscal Year there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearGain, each Member who has Interest Holder with a share of the that Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, (determined in accordance with Treasury Regulations under Regulation Section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent succeeding Fiscal Years) in an amount equal to such Member’s that Interest Holder's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined computed in accordance with Treasury Regulations Regulation Section 1.704-2(i)(4). Allocations of gross income and gain pursuant to the previous sentence this Subsection shall be made in proportion first from gain recognized from the disposition of Company assets subject to Member Nonrecourse Debt to the respective amounts required extent of the Member Minimum Gain attributable to be allocated those assets and, thereafter, from a pro rata portion of the Company's other items of income and gain for the Fiscal Year. It is the intent of the parties hereto that any allocation pursuant to each Member pursuant thereto. The items to be so allocated this Subsection shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the constitute a “minimum gain chargeback requirement in Treasury Regulations chargeback” under Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith).

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section Treas. Reg. §1.704-2(i)(4), notwithstanding any other provision of this Article VAgreement or this Exhibit D, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-Treas. Reg. §1.704 2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-Treas. Reg. §§1.704 2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Treas. Reg. §§1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) D.4.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations Section Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding ----------------------------------------------- any other provision of this Article V4, but except Section 4.4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearYear of the LLC, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 4.5 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a month in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year(which shall have the meaning set forth in Section 1.704-2(b)(4) of the Regulations), then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such month and year (and, if necessary, subsequent months and years) in an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section 4.2.2 for a month and year shall be made before any other allocation of Company items under this Section 4.2, except only for special allocations required under Section 4.2.1. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 4.2.2 is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section § 1.704-2(i)(4), notwithstanding any other provision of this Article VExhibit A, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Regulations Sections §§ 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 2.3.2 is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided set forth in Treasury Regulations Regulation Section 1.7041.703-2(i)(4), . notwithstanding any other provision of this Article VAgreement, if if, during any Allocation Period, there is a net decrease for an Allocation Period in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearMember, each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtpartner nonrecourse debt (as defined in Treasury Regulation Section 1 ,704-2(b)(4)), determined computed in accordance with Treasury Regulations Regulation Section 1.704-2(i)(5), shall be specially allocated items of Company gross income and gain for such Fiscal Year Allocation Period (and, if necessary’', subsequent Fiscal YearsAllocation Periods) in an amount equal to such that Member’s share of Received by NSD/FARA Registration Unit 06/11/2020 1:39:20 PM Received by NSD/FARA Registration Unit 06/11/2020 1:39:20 PM the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined computed in accordance with Treasury Regulations Regulation Section 1.704-2(i)(4). Allocations of Company income and gain pursuant to the previous sentence this Section 7.3(b) 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 Regulations Regulation Sections 1.704-2(i)(41.7042(i)(4) and 1.704-2(j)(2). This It is the intent of the parties hereto that any allocation pursuant to this Section 5.04(b)(ii7.3(b) is intended to comply with the shall constitute a "minimum gain chargeback requirement in chargeback" under Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 5.3(a)(i), 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 during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Holder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.3(a)(ii) 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 Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(a)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member's share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section A.2(b) for a Fiscal Year shall be made before any other allocation of Company items under this Appendix A, except only for special allocations required under Section A.2(a) hereof. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(iiA.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article Vagreement, except Section 2 of this Exhibit B, if there is a net decrease in Member Nonrecourse Debt Minimum Gain member nonrecourse debt minimum gain attributable to a Member Nonrecourse Debt member nonrecourse debt during any Fiscal Yeartaxable year of the company, each Member member who has a share of the Member Nonrecourse Debt Minimum Gain member nonrecourse debt minimum gain attributable to such Member Nonrecourse Debtmember nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5Regulation § 1.704‑2(i)(5), shall will be specially allocated items of Company company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Member’s member's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtmember nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4Regulation § 1.704‑2(i)(4). Allocations pursuant to the previous sentence shall this Section 3 of Exhibit B will be made in proportion to the respective amounts required to be allocated to each Member member pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2Regulation § 1.704‑2(i)(4). This Section 5.04(b)(ii) 3 of Exhibit B is intended to comply with with, and will be interpreted consistently with, the partner nonrecourse debt minimum gain chargeback requirement in provisions of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewithRegulation § 1.704‑2(i)(4).

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article V4, but except Section 4.4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearYear of the LLC, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 4.5 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section Treas. Reg. §1.704-2(i)(4), notwithstanding any other provision of the Agreement or this Article VExhibit C, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section Treas. Reg. §1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section Treas. Reg. §§1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Treas. Reg. §§1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) C.4.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations Section Treas. Reg. §1.704-2(i)(42(i) (4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4)) of the Treasury Regulations, 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 during any Fiscal Yearfiscal 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 Regulations Section 1.704-2(i)(5)) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 Regulations Section 1.704-2(i)(4)) of the Treasury Regulations. Allocations pursuant to the previous preceding 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Treasury Regulations. This Section 5.04(b)(iiparagraph (b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or 37 in Section 5.3(b)(i), 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 during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Holder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.3(b)(ii) 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 Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to under the previous preceding sentence shall will be made among the Members in proportion to the respective amounts required to be allocated to each Member pursuant theretoof them under such Regulation. Any special allocation of items of income and gain under this Section 7.2(b) for a Fiscal Year shall be made before any other allocation of items under this Section 7.2, except only for special allocations required under Section 7.2(a). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-Section 1.704- 2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii7.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 5.3(a)(i), 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 during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Holder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.3(a)(ii) 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 Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(a)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Section 1.704- 2(i)(4) of the Treasury Regulations Section 1.704-2(i)(4)Regulations, notwithstanding any other provision of this Article VSection 1.2 except Section 1.2(c)(i), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearCompany 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 Regulations Section 1.704-1.704- 2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Treasury Regulations. This Section 5.04(b)(ii1.2(c)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 5.3(b)(i), 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 during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section 1.704-2(i)(5section 1.7042(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Holder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.3(b)(ii) 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 Regulations Sections 1.704-2(i)(4sections 1.7042(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article VSection 9 except Subsection 9.5(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt nonrecourse debt minimum gain (calculated in accordance with the principles of Treasury Regulation Section 1.704(2)(i)(3)) during any Fiscal YearCompany fiscal year, each Member who has a share of the that Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtnonrecourse debt minimum gain, determined in accordance with the principles of Treasury Regulations Regulation Section 1.704-2(i)(5), as of the beginning of such fiscal year, but only to the extent required by Treasury Regulation Section 1.704-2(i) and not subject to the exceptions set forth in Treasury Regulation Section 1.704-2(i)(4), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtnonrecourse debt minimum gain, determined in accordance with Treasury Regulations Section Regulation Sections 1.704-2(i)(4) and 1.704-2(g)(2). 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 Regulations with, and only to the extent required by, Sections 1.704-2(i)(42(i) and 1.704-2(j)(2)2(j) of the Regulations. This Section 5.04(b)(iiSubsection 9.5(b) is intended to comply with the minimum gain chargeback requirement requirements in such Sections of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article V, but except Section 5.4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yearfiscal year of the LLC, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 5.5 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member's share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section A.2(b) for a Fiscal Year shall be made before any other allocation of Partnership items under this Appendix A, except only for special allocations required under Section A.2(a) hereof. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(iiA.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding 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 Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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, Debt determined in accordance with Treasury 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)of the Regulations. This Section 5.04(b)(ii7.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(42(i) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Article VSection 5.1 except Section 5.1(c)(i), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearCompany 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This Section 5.04(b)(ii5.1(c)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article VSection 9 except Subsection 9.5(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt nonrecourse debt minimum gain (calculated in accordance with the principles of Treasury Regulation Section 1.704(2)(i)(3)) during any Fiscal YearCompany fiscal year, each Member who has a share of the that Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtnonrecourse debt minimum gain, determined in accordance with the principles of Treasury Regulations Regulation Section 1.704-2(i)(5), as of the beginning of such fiscal year, but only to the extent required by Treasury Regulation Section 1.704-2(i) and not subject to the exceptions set forth in Treasury Regulation Section 1.704-2(i)(4), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debtnonrecourse debt minimum gain, determined in accordance with Treasury Regulations Section Regulation Sections 1.704-2(i)(4) and 1.704- 2(g)(2). 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 Regulations with, and only to the extent required by, Sections 1.704-2(i)(42(i) and 1.704-2(j)(2)2(j) of the Regulations. This Section 5.04(b)(iiSubsection 9.5(b) is intended to comply with the minimum gain chargeback requirement requirements in such Sections of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section A.2(b) for a Fiscal Year shall be made before any other allocation of Company items under this Appendix 1, except only for special allocations required under Section A.2(a) hereof. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(iiA.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), 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 during any Fiscal Taxable Year, then, except as otherwise provided in Treasury Regulations Section 1.704-2(i), 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain of the Company for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable 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 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii6.2(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.;

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article VArticle, with the sole exception of the preceding Section, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-2(i)(52(l)(5), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 Regulations Section 1.704-2(i)(42(l)(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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(22(l)(4). This Section 5.04(b)(ii) is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article V4, but except Section 44, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearYear of the LLC, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 45 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 5.3(b)(i), 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 during any Fiscal Year, each Member Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such MemberHolder’s respective share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. A Holder’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.3(b)(ii) 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 Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section Treas. Reg. §1.704-2(i)(4), notwithstanding any other provision of the Agreement or this Article VExhibit C, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5Treas. Reg. §1.704‑2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4Treas. Reg. §§1.704‑2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Treas. Reg. §§1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) C.4.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations Section Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Regulation Section 1.704-1.704- 2(i)(4), notwithstanding any other provision of this Article VArticle, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yearfiscal 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 Regulations Regulation Section 1.704-2(i)(5), shall be specially specifically allocated items of Company income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal 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 Regulations 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 Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) subsection is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, except subsection 5.2(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(iisubsection 5.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.7041-704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section §1.704-2(i)(4)) of the Treasury Regulations, notwithstanding any other provision of this Article VSection 7, if there is a net decrease in Member Nonrecourse Debt Minimum Gain “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations § 1.704-2(i)(2)) attributable to a Member Nonrecourse Debt “partner nonrecourse debt (as defined in Treasury Regulations § 1.704-2(b)(4)) during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Member Nonrecourse Debtpartner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain partner nonrecourse debt minimum gain attributable to such Member partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section Regulation §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 Regulations Sections §§1.704-2(i)(4) and 1.704-2(j)(2)) of the Treasury Regulations. This Section 5.04(b)(ii) 7.2.1 is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section §1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article VIV, but except Section 4.3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a an Member Nonrecourse Debt during any Fiscal YearYear of the LLC, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 4.4 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V‎ARTICLE 4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yearyear, 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company Fund income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii‎Section 4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if If there is a net decrease during a Fiscal Year in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearDebt, then each Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each Member of them pursuant theretoto such Regulation. Any special allocation of items of income and gain pursuant to this Section A2(b) for a Fiscal Year shall be made before any other allocation of Company items under this Appendix 1, except only for special allocations required under Section A2(a) hereof. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(iiA2(b) is intended to comply with the minimum gain chargeback requirement in Treasury provisions of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided set forth in Treasury Regulations Regulation Section 1.704-2(i)(4), notwithstanding if during any other provision of this Article V, if Fiscal Year there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearGain, each Member who has Interest Holder with a share of the that Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, (determined in accordance with Treasury Regulations under Regulation Section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent succeeding Fiscal Years) in an amount equal to such Member’s that Interest Xxxxxx's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined computed in accordance with Treasury Regulations Regulation Section 1.704-2(i)(4). Allocations of gross income and gain pursuant to the previous sentence this Subsection shall be made in proportion first from gain recognized from the disposition of Company assets subject to Member Nonrecourse Debt to the respective amounts required extent of the Member Minimum Gain attributable to be allocated those assets and, thereafter, from a pro rata portion of the Company's other items of income and gain for the Fiscal Year. It is the intent of the parties hereto that any allocation pursuant to each Member pursuant thereto. The items to be so allocated this Subsection shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the constitute a “minimum gain chargeback requirement in Treasury Regulations chargeback” under Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith).

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section Sections 1.704-2(i)(4), notwithstanding any other provision of this Article VSection 1.4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) 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, Debt determined in accordance with Treasury 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 Person pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii1.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Article VAppendix C, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal 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 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 ember pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This Section 5.04(b)(iiC.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article V, except Section 5.2(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5), shall be specially allocated Limited Liability Company Agreement Cxxx Realty Partners, LLC items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.2(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding 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 Nonrecourse Debt 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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, Debt determined in accordance with Treasury 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)of the Regulations. This Section 5.04(b)(ii7.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(42(i) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section §1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Article VARTICLE 4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member Person who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulations Section §1.704-2(i)(5)2(i)(4) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 Regulations 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 , and the items to be so allocated shall be determined in accordance with Treasury Regulations Sections §§1.704-2(i)(4) and 1.704-2(j)(2)) of the Regulations. This Section 5.04(b)(ii4.5(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section §1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. It is the intent that this Section 4.5(c) be interpreted to comply with the alternative test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article V4, but except Section 4.4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearYear of the LLC, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company LLC income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) 4.5 is intended to comply with the a minimum gain chargeback requirement in Treasury of that Section of the Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article VARTICLE 4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yearyear, 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 Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company Fund income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) 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 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 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii4.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), 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 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 Regulations Regulation Section 1.704-2(i)(5), shall be specially specifically allocated items of Company income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal 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 Regulations 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 Regulations Regulation Sections 1.704-1.704- 2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii6.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Article VArticle, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yearfiscal 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 Regulations Regulation Section 1.704-2(i)(5), shall be specially specifically allocated items of Company income and gain for such Fiscal Year fiscal year (and, if necessary, subsequent Fiscal Yearsfiscal 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 Regulations 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 Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) subsection is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Regulation 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 (within the meaning of Treasury Regulation Section 1.704-2(b)(4)) during any Fiscal Taxable Year, each Member who that has a share of the such Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company taxable income and or gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) 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 Regulations Section 1.704-2(i)(4)Gain. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required Items to be allocated pursuant to each Member pursuant thereto. The items to be so allocated this paragraph shall be determined in accordance with Treasury Regulations Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) paragraph is intended to comply with the minimum gain chargeback requirement requirements in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.