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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> Years) in an amount equal to that portion of such Member's share of the net decrease in Company <br /> Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition <br /> of Company property subject to such Member Nonrecourse Debt(which share of such net decrease <br /> shall be determined in accordance with Regulations Section 1.704-2(i)(5)). Allocations pursuant <br /> to this Section 6.3(B) shall be made in proportion to the amounts required to be allocated to each <br /> Member under this Section 6.3(B). The items to be so allocated required to be allocated to each <br /> Member under this Section 6.3(B). The items to be so allocated shall be determined in accordance <br /> with Regulations Section 1.704-2(i)(4). This Section 6.3(B) is intended to comply with the <br /> minimum gain chargeback requirement contained in Regulations Section 1.704-2(i)(4) and shall <br /> be interpreted consistently therewith. <br /> C. Nonrecourse Deductions. Notwithstanding Section 6.1 hereof, any <br /> nonrecourse deductions (as defined in Regulations Section 1.704-2(b)(1)) for any Fiscal Year or <br /> other period shall be specially allocated to the Members in proportion to their Percentage Interests. <br /> D. Member Nonrecourse Deductions. Notwithstanding Section 6.1 hereof, <br /> those items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are <br /> attributable to Member Nonrecourse Debt for any Fiscal Year or other period shall be specially <br /> allocated to the Member who bears the economic risk of loss with respect to the Member <br /> Nonrecourse Debt to which such items are attributable in accordance with Regulations Section <br /> 1.704-2(i). <br /> E. Qualified Income Offset. Notwithstanding Section 6.1 hereof, if a Member <br /> unexpectedly receives any adjustments, allocations, or distributions described in Regulations <br /> Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), or any other event creates a deficit balance in such <br /> Member's Capital Account in excess of such Member's share of Company Minimum Gain, items <br /> of Company income and gain shall be specially allocated to such Member in an amount and manner <br /> sufficient to eliminate such excess deficit balance as quickly as possible. Any special allocations <br /> of items of income and gain pursuant to this Section 6.3(E) shall be taken into account in <br /> computing subsequent allocations of income and gain pursuant to this Article VI so that the net <br /> amount of any item so allocated and the income, gain, and losses allocated to each Member <br /> pursuant to this Article VI to the extent possible, shall be equal to the net amount that would have <br /> been allocated to each such Member pursuant to the provisions of this Section 6.3(E) if such <br /> unexpected adjustments, allocations, or distributions had not occurred. <br /> 6.4 Code Section 704(c) Allocations. Notwithstanding any other provision in this <br /> Article VI, in accordance with Code Section 704(c) and the Regulations promulgated thereunder, <br /> income, gain, loss, and deduction with respect to any property contributed to the capital of <br /> Company shall, solely for tax purposes, be allocated among the Members so as to take account of <br /> any variation between the adjusted basis of such property to Company for federal income tax <br /> 12 <br />