Minimum Gain Chargeback. In the event that there is a net decrease during a fiscal year in either Company Minimum Gain or Member Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Article VII, each Member shall receive

Minimum Gain Chargeback. Notwithstanding any provision to the contrary, # any expense of the Partnership that is a “nonrecourse deduction” within the meaning of Regulations [Section 1.704-2(b)(1)])] shall be allocated in accordance with the Partners’ respective Percentage Interests, # any expense of the Partnership that is a “partner nonrecourse deduction” within the meaning of Regulations [Section 1.704-2(i)(2)])] shall be allocated to the Partner that bears the “economic risk of loss” with respect to the “partner nonrecourse debt” within the meaning of Regulations Section 1.704-2(b)(4))] to which such partner nonrecourse deduction is attributable in accordance with Regulations Section 1.704-2(i)(1), (iii))])] if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations [Section 1.704-2(f)(1)])] for any Partnership Year (or other period), then, subject to the exceptions set forth in Regulations [Section 1.704-2(f)(2)])],(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations [Section 1.704-2(f)])] and the ordering rules contained in Regulations Section 1.704-2(j), and (iv))])] if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations [Section 1.704-2(i)(4)])] for any Partnership Year (or other period), then, subject to the exceptions set forth in Regulations [Section 1.704-(2)(g)])], items of gain and income shall be allocated among the Partners in accordance with Regulations [Section 1.704-2(i)(4)])] and the ordering rules contained in Regulations [Section 1.704-2(j)])]. A Partner’s “interest in partnership profits” for purposes of determining its share of the nonrecourse liabilities of the Partnership within the meaning of Regulations [Section 1.752-3(a)(3)])] shall be such Partner’s Percentage Interest.

Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this [Exhibit C], if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, then, subject to the exceptions set forth in Regulations [Sections 1.704-2(f)(2)-(5)])])], each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined 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 Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations [Section 1.704-2(f)(6)])]. This Section 1.A is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704-2(f))] and shall be interpreted consistently therewith. Solely for purposes of this Section 1.A, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement with respect to such Partnership taxable year and without regard to any decrease of Partner Minimum Gain during such Partnership taxable year.

Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this Exhibit C, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, then, subject to the exceptions set forth in Regulations [Sections 1.704-2(f)(2)-(5)])])], each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined 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 Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations [Section 1.704-2(f)(6)])]. This Section 1.A is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704-2(f))] and shall be interpreted consistently therewith. Solely for purposes of this Section 1.A, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement with respect to such Partnership taxable year and without regard to any decrease of Partner Minimum Gain during such Partnership taxable year.

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 6, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Holder of Partnership Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined 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 Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations [Sections 1.704-2(f)(6) and 1.704-2(j)(2)])])])]. This [Section 6.3B(1)] is intended to qualify as a “minimum gain 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 Section 7, if there is a net decrease in Partnership Minimum Gain during any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations [Section 1.704-2(g)])]. The items to be so allocated shall be determined in accordance with Regulations [Section 1.704-2(f)(6) and 1.704-2(j)(2)])])])]. This Section 7.3(A) is intended to comply with minimum gain chargeback requirements in [Section 1.704-2(f)])] of the Regulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during a Fiscal Year or other taxable period, each Member shall be allocated items of Income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the greater of: # the portion of such Member’s share of the net decrease in Company Minimum Gain during such year that is allocable to the disposition of Company property subject to Nonrecourse Liabilities; or # if such Person would otherwise have an Adjusted Capital Account Deficit at the end of such year, an amount sufficient to eliminate such Member’s Adjusted Capital Account Deficit. The items to be allocated shall be determined in accordance with Treasury Regulations §1.704-2(g). For purposes of this [Section 4.5(b)] only, each Member’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article IV with respect to such Fiscal Year and without regard to any net decrease in Member Minimum Gain during such Fiscal Year. The foregoing provisions of this [Section 4.5(b)] are intended to comply with Treasury Regulations §1704-2(f) and shall be interpreted and applied in a manner consistent with such regulation.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV other than [Section 4.5(b)], if there is a net decrease in Member Minimum Gain during a Fiscal Year or other taxable period, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt shall be allocated items of Income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the greater of: # the portion of such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt during such year that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt; or # if such Person would otherwise have an Adjusted Capital Account Deficit at the end of such year, an amount sufficient to eliminate such Member’s Adjusted Capital Account Deficit. The items to be allocated shall be determined in accordance with Treasury Regulations §1.704-2(i)(4) and (5). For purposes of this [Section 4.5(c)] only, each Member’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article IV with respect to such Fiscal Year, other than allocations of Company Minimum Gain pursuant to [Section 4.5(b)] hereof. The foregoing provisions of this [Section 4.5(c)] are intended to comply with Treasury Regulations §1.704-2(i)(4) and shall be interpreted and applied in a manner consistent with such regulation.

Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this Exhibit C, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, then, subject to the exceptions set forth in Regulations [Sections 1.704-2(f)(2)-(5)])])], each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined 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 Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations [Section 1.704-2(f)(6)])]. This Section 1.A is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704-2(f))] and shall be interpreted consistently therewith. Solely for purposes of this Section 1.A, each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement with respect to such Partnership taxable year and without regard to any decrease of Partner Minimum Gain during such Partnership taxable year.

Minimum Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this [Exhibit C], if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, as determined 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 [Section 1.704-2(f)(6)])]. This Section 1.A is intended to comply with the minimum gain chargeback requirements in Regulations [Section 1.704-2(f)])] and for purposes of this Section 1.A only, each Member’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of the Agreement or this [Exhibit C] with respect to such Fiscal Year and without regard to any decrease in Member Minimum Gain during such Fiscal Year.