Common use of Minimum Gain Chargeback Clause in Contracts

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V, if there is a net decrease in Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2). This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 5, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Unit Holder shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such MemberUnit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a5.6(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article V6, if there is a net decrease in Member Minimum Gain during any Allocation Fiscal Year, each Member Holder shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such MemberHolder’s share of the net decrease in Member Minimum Gain, as determined in accordance with under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.3.B(i) is intended to comply with the qualify as a “minimum gain chargeback requirement in chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIII, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Unitholder shall be specially allocated items of Company income and gain for such Allocation the Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Memberthe Unitholder’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Regulations, Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Unitholder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Regulations, Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Regulations, Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VAgreement, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a5.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Unit Holder shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such MemberUnit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Unit Holder shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such MemberUnit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)2(j) (2) of the Regulations. This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g) and (h). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a4.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V14, if there is a net decrease in Minimum Gain during any Allocation Yearfiscal year of the Company, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to the portion of such Member’s share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)) 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 theretoto such Regulations. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a) 14.4 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewithwith it.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V4, if there is a net decrease in Fund Minimum Gain during any Allocation YearAccounting Period, each Member shall be specially allocated items of Company Fund income and gain for such Allocation Year Accounting Period (and, if necessary, subsequent Allocation YearsAccounting Periods) in an amount equal to such Member’s share of the net decrease in Fund Minimum Gain, as determined in accordance with Regulations Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a) 4.6.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article V6, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.3.A(1) is intended to comply with the qualify as a "minimum gain chargeback requirement in chargeback" within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V, if there is a net decrease in Minimum Gain during any Allocation Year, each Common Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Common Member’s share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Common Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2). This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain during any Allocation YearPeriod, each Member shall be specially allocated items of Company income and gain for such Allocation Year Period (and, if necessary, subsequent Allocation YearsPeriods) in an amount equal to the portion of such Member’s 's share of the net decrease in Company Minimum Gain, Gain which share of such net decrease shall be determined in accordance with Regulations Section 1.704-2(g2(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 Regulations Sections Section 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) 6.3.1 is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article V6, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.3.A(1) is intended to comply with the qualify as a “minimum gain chargeback requirement in chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f), notwithstanding the provisions of Section 6.1, or any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Holder shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such MemberHolder’s share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.2(a)(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V, if in the event there is a net decrease in Company Minimum Gain during any Allocation Yeara Company taxable year, each Member shall be specially allocated (before any other allocation is made pursuant to this Section 7.3) items of Company income and gain for such Allocation Year year (and, if necessary, for subsequent Allocation Yearsyears) in an amount equal to such that Member’s share of the net decrease in Company Minimum Gain, . The determination of a Member’s share of the net decrease in Company Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g). 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 specially allocated to the Members in accordance with this Section 7.3(a) shall be determined in accordance with Regulations Sections Regulation Section 1.704-2(f)(6) and 1.704-2(g)(2). This Section 5.3(a7.3(a) is intended to comply with the minimum gain Minimum Gain chargeback requirement set forth in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIX, if there is a net decrease in Company Minimum Gain during any Allocation Yeartaxable year, each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, subsequent Allocation Yearstaxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a9.7(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2, or any other provision of this Article V6, if there is a net decrease in Company Minimum Gain during any Allocation Yearfiscal year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.3.A(i) is intended to comply with the qualify as a “minimum gain chargeback requirement in Regulations chargeback” within the meaning of Regulation Section 1.704-2(f) and which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulation and this Section 6.3.A(i).

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIII, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)2(j) (2) of the Regulations. This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s Members share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V6, if there is a net decrease in Partnership Minimum Gain during any Allocation Company Fiscal Year, each Member the Members shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such each Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member the Members pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a6.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VIII, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V5, if there is a net decrease in Company Minimum Gain during any Allocation Taxable Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, necessary for subsequent Allocation Yearsyears) in proportion to, and to the extent of, an amount equal to such each Member’s 's share of the net decrease in Company Minimum Gain, Gain during such taxable year as determined in accordance with Regulations the provisions of Regulation Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)2(j) (2) of the Regulations. This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f), notwithstanding the provisions of Section 5.2, or any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Holder shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such MemberHolder’s share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a5.3(b)(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), ) and notwithstanding any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VVII, if there is a net decrease in Company Minimum Gain during any Allocation Yearfiscal year, each Member shall be specially allocated items of Company income and gain for such Allocation Year the fiscal year (and, if necessary, subsequent Allocation Yearsfiscal years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a7.02(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a4.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VVI, if there is a net decrease in Minimum Gain partnership minimum gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation the Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Minimum Gainpartnership minimum gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a6.06(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VAgreement, if there is a net decrease in the Partnership Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.2(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section § 1.704-2(f), notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any Allocation Yeara Company taxable year, then each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, for subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section § 1.704-2(g2(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 Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2)(i). This Section 5.3(a6.2(b)(i) is intended to comply with the minimum gain chargeback requirement in of Regulations Section § 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of Article 4 of this Article VAgreement, if there is a net decrease in Fund Minimum Gain during any Allocation YearAccounting Period, each Member shall be specially allocated items of Company Fund income and gain for such Allocation Year Accounting Period (and, if necessary, subsequent Allocation YearsAccounting Periods) in an amount equal to such Member’s share of the net decrease in Fund Minimum Gain, as determined in accordance with Regulations Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a) 4.6.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain, Gain which share of such net decrease shall be determined in accordance with Regulations Section 1.704-2(g2(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 Regulations Sections Section 1.704-2(f)(62(0(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) 6.3.4 is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a3.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Taxable Year, each Member shall be specially allocated items of Company income and gain for such Allocation Taxable Year (and, if necessary, subsequent Allocation Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g) and (h). 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 Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-1.704- 2(f), notwithstanding any other provision of this Article VIV, if there is a net decrease in Company Minimum Gain during any Allocation Yearyear, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.5(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VVI, if there is a net decrease in Minimum Gain partnership minimum gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation the Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Minimum Gainpartnership minimum gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a6.06(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section Regulation §1.704-2(f), notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share Membership Interest of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section Regulation §1.704-2(g). 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 Regulations Sections Regulation §§1.704-2(f)(6) and 1.704-2(g)(21.704- 2(j)(2). This Section 5.3(asubsection (b) is intended to comply with the minimum gain chargeback requirement in Regulations Section Regulation §1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section Regulation section 1.704-2(f), notwithstanding any other provision of this Article V7, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section Regulation section 1.704-2(g). 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 Regulations Sections Regulation section 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) 7.5.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section Regulation section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIV, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g) and (h). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a4.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding Notwithstanding any other provision of this Article VIX, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, then, subject to the exceptions set forth in Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Class B Member shall be specially allocated items of the Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Class B Member’s 's share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Class B Member pursuant thereto. The items to be so allocated shall be determined in such section of the Regulations in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(g)(22(f). This Section 5.3(a9.2(c)(ii) is intended to comply with the minimum gain chargeback requirement requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f), notwithstanding the provisions of Section 5.2, or any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Holder shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such MemberHolder’s share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a5.3(a)(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding Notwithstanding any other provision of this Article VSection 7, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, then except as provided in Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain, Gain during such year determined in accordance with Regulations Section 1.704-2(g2(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 Regulations Sections Section 1.704-2(f)(6) and 1.704-2(g)(2). This Section 5.3(a7.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V5, if there is a net decrease in Company Minimum Gain during any Allocation YearCompany taxable year, each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, subsequent Allocation Yearstaxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g1.704¬2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section Subsection 5.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article V6, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section 1.704-1.704- 2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.3.A(l) is intended to comply with the qualify as a "minimum gain chargeback requirement in chargeback" within the meaning of Regulations Section 1.704-1.704- 2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIX, if there is a net decrease in Company Minimum Gain during any Allocation Yeartaxable year, each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, subsequent Allocation Yearstaxable years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)2(j) (2) of the Regulations. This Section 5.3(a9.9(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V, if there is a net decrease in Minimum Gain during any Allocation Year, each Common Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Common Member’s share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Common Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2). This Section 5.3(a) is intended to comply with the minimum 18 gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 5, if there is a net decrease in Company Minimum Gain during any Allocation YearFiscal Year of the Company, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)1(j)(2) of the Regulations. This Section 5.3(a5.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f1(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section § 1.704-2(f), notwithstanding any other provision of this Article VAppendix B, if there is a net decrease in Company Minimum Gain during any Allocation YearPeriod, each Member shall be specially allocated items of Company income and gain for such Allocation Year Period (and, if necessary, subsequent Allocation YearsPeriods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section § 1.704-2(g). 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 Regulations Sections 1.704-§§ 1.704- 2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) subsection is intended to comply with the minimum gain chargeback requirement in Regulations Section § 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided Subject to the exceptions set forth in Regulations Section 1.704-2(f2(f)(2) through (5), and notwithstanding any other provision of in this Article VAllocation Addendum, if there is a net decrease in Company Minimum Gain during any Allocation Year, then each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, for subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g2(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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) 3.1 is intended to comply with the minimum gain chargeback requirement in of Regulations Section 1.704-2(b)(2) and Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) 3.9.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIII, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Unit Holder shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s Unit Holder's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), ) and notwithstanding any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain of a Series during any Allocation YearFiscal Year of such Series, each Member of such Series shall be specially allocated items of Company Series income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum GainGain of such Series, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VX, if there is a net decrease in Company Minimum Gain during any Allocation Yearfiscal year of the Company, each Member shall be specially allocated items of Company income and gain for such Allocation Year fiscal year (and, if necessary, subsequent Allocation Yearsfiscal years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective representative amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a10.3(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) 2 and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Partnership Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s 's share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VIII, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a3.04(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VXIII, if there is a net decrease in the Minimum Gain of the Company during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to the portion of such Member’s share of the net decrease in the Minimum GainGain of the Company, determined in accordance with Regulations Section section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections section 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a) 13.6 is intended to comply with the minimum gain chargeback requirement requirements set forth in Regulations Section section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Regulation Section 1.704-2(f), and notwithstanding any other provision of this Article VIV, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VSection, if there is a net decrease in Minimum Gain (as defined in Section 1.704-2(d)) during any Allocation Yearaccounting period, each Member shall be specially allocated items of Company income and gain Income for such Allocation Year accounting period (and, if necessary, subsequent Allocation Yearsaccounting periods) in an amount equal to such Member’s 's share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) Subsection is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f1.704.2(f), notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Yeartaxable year, each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, subsequent Allocation Yearstaxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.4(a) is intended to comply with the minimum gain chargeback requirement set forth in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain during any Allocation YearPeriod, each Member shall be specially allocated items of Company income and gain for such Allocation Year Period (and, if necessary, subsequent Allocation YearsPeriods) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain, Gain which share of such net decrease shall be determined in accordance with Regulations Section 1.704-2(g2(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 Regulations Sections Section 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.3(a) is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIX, if there is a net decrease in Company Minimum Gain during any Allocation Company Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a9.4(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), ) and notwithstanding any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.2(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 6, if there is a net decrease in Minimum Gain Company minimum gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Minimum GainCompany minimum gain, determined in accordance with Regulations Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a6.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VVIII , if there is a net decrease in LLC Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company LLC income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in LLC Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a8.4(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this Article VIX, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation that Fiscal Year (and, if necessary, necessary subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a9.3(a) is intended to comply with the minimum gain chargeback Minimum Gain Chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V3, if there is a net decrease in Company Minimum Gain during any Allocation YearCompany fiscal year or other shorter period, each Member shall be specially allocated items of Company income and gain for such Allocation Year year or other shorter period (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a) Subsection 3.3.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VVI, if there is a net decrease in Minimum Gain during any Allocation YearFiscal Period, each Member shall be specially allocated items of Company income and gain of the Company for such Allocation Year Fiscal Period (and, if necessary, subsequent Allocation YearsFiscal Periods) in an amount equal to such Member’s 's share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.2(a) is intended to comply with the minimum gain chargeback requirement requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V2, if there is a net decrease in Membership Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company Membership income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Membership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2). This Section 5.3(a2(j)(2) is intended to comply with of the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewithRegulations.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VX, if there is a net decrease in Company Minimum Gain during any Allocation Yeartaxable year, each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, subsequent Allocation Yearstaxable years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)1.704- 2(j) (2) of the Regulations. This Section 5.3(a11.7(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V6, if there is a net decrease in Minimum Gain partnership minimum gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation the Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Minimum Gainpartnership minimum gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a6.6(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VSection 4.4, if there is a net decrease in Minimum Gain during any Allocation Yearfiscal period, each Member shall be specially allocated items of Company income and gain of the Company for such Allocation Year fiscal period (and, if necessary, for subsequent Allocation Yearsfiscal periods) in an amount equal to such Member’s share of the net decrease in Minimum GainGain with respect to the Company, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.4(c)(i) is intended to comply with the minimum gain chargeback requirement requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 5, if there is a net decrease in Company Minimum Gain during any Allocation YearCompany fiscal year, each Member shall be specially allocated items of Company income and gain for such Allocation Year fiscal year (and, if necessary, necessary subsequent Allocation Yearsfiscal years) in an amount equal to such Member’s Person's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a5.01(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of Article 5 or this Article VExhibit "B", if there is a net decrease in Company Minimum Gain during any Allocation YearCompany fiscal year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsfiscal years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) 2.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f) of the Regulations (as defined below), notwithstanding any other provision of this Article V, if there is a net decrease in Minimum Gain partnership minimum gain during any Allocation Yearfiscal year, each Member shall be specially allocated items of Company income and gain for such Allocation Year the fiscal year (and, if necessary, subsequent Allocation Yearsfiscal years) in an amount equal to such Member’s share of the net decrease in Minimum Gainpartnership minimum gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a5.05(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 5.1, if there is a net decrease in Minimum Gain during any Allocation Yearfiscal year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to the portion of such Member’s 's share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a5.1(c)(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), ) and notwithstanding any other provision of this Article VVI, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such MemberPerson’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.7041,704-2(f)(6) and 1.7041,704-2(g)(22(j)(2). This Section 5.3(a) 4.3.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VARTICLE III, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)2(1) of the Regulations, notwithstanding any other provision of this Article V, XIII. if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)) 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 Regulations Sections 1.704-2(f)(62(l)(6) and 1.704-2(g)(2). This 2(j)(2) of the Regulations, this Section 5.3(a12.03(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Notwithstanding Section 1.704-2(f), notwithstanding any other provision of this Article V6.4, if there is a net decrease in Class Minimum Gain during any Allocation Fiscal Year, each Member of a Membership Class shall be specially allocated items of Company income and gain attributable to the Membership Class for such Allocation Fiscal Year (and, if necessary, in subsequent Allocation Yearsfiscal years) in an amount equal to the portion of such Member’s share of the net decrease in Class Minimum GainGain that is allocable to the disposition of the property subject to a Nonrecourse Liability, which share of such net decrease shall be determined in accordance with Regulations Section 1.704-2(g2(g)(2). Allocations pursuant to the previous sentence this Section 6.5(a) shall be made in proportion to the respective amounts required to be allocated to each Membership Class Member pursuant theretounder this Section 6.5(a). The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(g)(22(f). This Section 5.3(a6.5(a) is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-1.704- 2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Regulation Section 1.704-2(f)) of the Treasury Regulations, notwithstanding any other provision of this Article VII, if there is a net decrease in Partnership Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Regulation Section 1.704-2(g). 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 Regulations Regulation Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) Subsection is intended to comply with the minimum gain chargeback requirement in Regulations Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 4.2, if there is a net decrease in Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of the Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in the Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a4.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)2(0 of the Regulations, notwithstanding any other provision of this Article Vtiffs Section 3, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(62(0(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.. (b)

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 3, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a3.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 5.1, if there is a net decrease in Partnership Minimum Gain during any Allocation YearAdjustment Period, each Member shall be specially allocated items of Company income and gain for such Allocation Year period (and, if necessary, subsequent Allocation Yearsperiods) in an amount equal to such Member’s 's share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections Section 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a5.1(b)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f1.704.2(f), notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Yeartaxable year, each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, subsequent Allocation Yearstaxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.3(a) is intended to comply with the minimum gain chargeback requirement set forth in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VSection 13.2, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of the Company income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in the Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(62(f) (6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a) 13.2.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VVII, if there is a net decrease in Minimum Gain partnership minimum gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation the Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s 's share of the net decrease in Minimum Gainpartnership minimum gain, determined in accordance with Regulations Section 1.704l.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a7.02(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section § 1.704-2(f), notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any Allocation Yeara Company taxable year, then each Member shall be specially allocated items of Company income and gain for such Allocation Year taxable year (and, if necessary, for subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g§ 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 Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2)(i). This Section 5.3(a6.2(b)(i) is intended to comply with the minimum gain chargeback requirement in of Regulations Section § 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VIV, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g) and (h). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article V6, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member Holder shall be specially allocated items of Company income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such MemberHolder’s share of the net decrease in Company Minimum Gain, as determined in accordance with under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a6.3.B(i) is intended to comply with the qualify as a “minimum gain chargeback requirement in chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article V7, if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year fiscal year (and, if necessary, subsequent Allocation Yearsfiscal years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section section 1.704-2(g). 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 Regulations Sections 1.704sections l.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a) 7.20 is intended to comply with the minimum gain chargeback requirement in Regulations Section section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V6, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a) 6.3.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VVIT., if there is a net decrease in Company Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation the Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s the Person's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2G)(2) of the Regulations. This Section 5.3(a7.4(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article VExhibit A, if there is a net decrease in Partnership Minimum Gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company Membership income and gain for such Allocation Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(aA.5(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VIV, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a4.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.chargeback

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Article VVII, if there is a net decrease in Minimum Gain partnership minimum gain during any Allocation Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Allocation the Fiscal Year (and, if necessary, subsequent Allocation Fiscal Years) in an amount equal to such Member’s share of the net decrease in Minimum Gainpartnership minimum gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(2)2(j)(2) of the Regulations. This Section 5.3(a7.02(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V‎ARTICLE 4, if there is a net decrease in Fund Minimum Gain during any Allocation Yearyear, each Member shall be specially allocated items of Company Fund income and gain for such Allocation Year year (and, if necessary, subsequent Allocation Yearsyears) in an amount equal to such Member’s share of the net decrease in Fund Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a‎Section 4.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V4, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). 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 Regulations Sections 1.704-2(f)(6) and 1.704-2(g)(22(j)(2). This Section 5.3(a4.1.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.