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. 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. 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.

Member Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of this Agreement or any other provisions of this [Exhibit C] (except Section 1.A hereof), if there is a net decrease in Member Minimum Gain attributable to Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations [Section 1.704-2(i)(5)])], 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 Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations [Section 1.704-2(i)(4)])]. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Managing Member and Non-Managing Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations [Section 1.704-2(i)(4)])]. This Section 1.B is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 1.B, 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, other than allocations pursuant to Section 1.A hereof.

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.

The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treas. Reg. §§ 1.704-2(f) and 1.704-2(i)(4), respectively, are incorporated herein by reference and shall be given effect. In accordance with Treas. Reg. § 1.704-2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be allocated to the Member that bears the economic risk of loss for such liability.

Nonrecourse Deductions and 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” of such deduction 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 taxable year, 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 taxable year, then 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)])].

Nonrecourse Debt during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt determined in accordance with Regulations [Section 1.704-2(i)(5)])] shall be specially allocated items of Partnership income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations [Section 1.704-2(i)(4)])]. The items to be so allocated shall be determined in accordance with Regulations [Sections 1.704-2(i)(4) and 1.704-2(i)(2)])])])]. This [Section 7.3(B)] is intended to comply with the minimum gain chargeback requirement in Regulations [Section 1.704-2(i)(4)])] and shall be interpreted consistently therewith.

(i) Notwithstanding anything to the contrary contained in this Article XI, if there is a net decrease in “partnership minimum gain” within the meaning of [Section 1.704-2(d)(1)])] of the Regulations during any Fiscal Year, each Holder who has a share of the partnership minimum gain will be specially allocated items of Series Pool income and gain in an amount equal to such Holder’s share of the net decrease in partnership minimum gain, subject to any modifications deemed appropriate by Freddie Mac to comply with the minimum gain chargeback requirement of Section 1.704-2(f))] of the Regulations. This subsection is intended to comply with the “partnership minimum gain chargeback” requirement of Section 1.704-2(f))] of the Regulations and will be interpreted consistently therewith.