Limited Liability Company Agreement

　　(c) notwithstanding any other provision of this section 9.2, if there is a net decrease in the company minimum gain as during a fiscal year, then the capital accounts of each equity owner shall be allocated items of income (including gross income) and gain for such fiscal year (and if necessary for subsequent fiscal years) equal to that equity owner's share of the net decrease in company minimum gain. this section　9.2(c) is intended to comply with the minimum gain chargeback requirement of section 1.7042 of the regulations and shall be interpreted consistently therewith. if in any fiscal year that the company has a net decrease in the company minimum gain, if the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the equity owners and it is not expected that the company will have sufficient other income to correct that distortion, the manager may in their discretion (and shall, if requested to do so by a member) seek to have the internal revenue service waive the minimum gain chargeback requirement in accordance with section 1.7042(f)(4) of the regulations.

　　(d) notwithstanding any other provision of this section 9.2 except section 9.2(c), if there is a net decrease in member minimum gain attributable to a member nonrecourse debt during any company fiscal year, each member who has a share of the member minimum gain as of the beginning of the fiscal year shall be specially allocated items of company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) equal to such member's share of the net decrease in member minimum gain attributable to such member nonrecourse　debt. a member's share of the net decrease in member minimum gain shall be determined in accordance with section 1.7042(i)(4) of the regulations; provided, however, that a member shall not be subject to this provision to the extent that an exception is provided by section 1.7042(i)(4) of the　regulations　and any revenue rulings issued with respect thereto. any member minimum gain allocated pursuant to this provision shall consist of first, gains recognized from the disposition of company property subject to the member nonrecourse debt, and, second, if necessary, a pro rata portion of the company's other items of　income or gain (including gross income) for that fiscal year. this section 9.2(d) is intended to comply with the minimum gain chargeback requirement in section 1.7042(i)(4) of the regulations and shall be interpreted consistently therewith.