Common use of Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt Clause in Contracts

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s 's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.2B shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. 6.2B. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 6.2B is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Member Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Member Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be Debt, determined in accordance with Treasury Regulations Section § 1.704-2(i)(5)) , shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Member Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be Gain, determined in accordance with Treasury Regulations Section § 1.704-2(i)(5)2(i)(4). Allocations pursuant to this Section 7.3.2 5.02(b) shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.25.02(b). The items to be so allocated shall be determined in accordance with Treasury Regulations Section §s 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 7.3.2 5.02(b) is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section § 1.704-2(i)(4) and shall be interpreted consistently therewith. Solely for purposes of this Section 5.02(b), each Member’s net decrease in Member Minimum Gain shall be determined prior to any other allocations pursuant to this Article V with respect to such Fiscal Year, other than allocations pursuant to Section 5.02(a).

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to in the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined manner provided in accordance with Treasury Regulations Section 1.704-2(i)(5))2 of the Regulations. Allocations pursuant to this Section 7.3.2 6.2.2 shall be made in Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.26.2.2. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(41.704‑2(i)(4). This Section 7.3.2 6.2.2 is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If Notwithstanding Sections 6.3 and 6.4, if there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, Debt during any Fiscal Year, each Member or Economic Interest Owner who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section §1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section §1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.6 shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.26.6. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4§1.704­2(i). This Section 7.3.2 6.6 is intended to comply with the minimum gain chargeback Minimum Gain Chargeback requirement contained in Treasury Regulations Section §1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.2B shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. 6.2B. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 6.2B is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If Notwithstanding Section 6.1 of this Agreement, if there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.2B shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. 6.2B. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 6.2B is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.. Operating Agreement for Universal Database of Music USA, LLC

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (Debt, which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) , shall be specially allocated items of Company income and gain for such Fiscal Year (Year, and, if necessary, in subsequent Fiscal Years) , in an amount equal to that portion of such Member’s or holder’s 's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (Debt, which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 Paragraph 17.02(b) shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2Paragraph 17.02(b). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 Paragraph 17.02(b) is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 3(b) of this Exhibit A shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. 3(b) of this Exhibit A. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 3(b) of this Exhibit A is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 subsection (c) shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.26.4(b). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 subsection (c) is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If Notwithstanding Section 6.1 of this Agreement, if there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s 's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.2B shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. 6.2B. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 6.2B is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s 's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.2B shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. 6.2B. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 6.2B is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If Notwithstanding Section 6.1 of this Agreement, if there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.2B shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.2. 6.2B. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 6.2B is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.. Operating Agreement for Phreadz USA, LLC

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal Yearfiscal year, each Member or Economic Interest Owner who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(52(1)-(5)) shall be specially allocated items of Company income and gain for such Fiscal Year fiscal year (and, if necessary, in subsequent Fiscal Yearsfiscal years) in an amount equal to that portion of such Member’s or holder’s 's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(52(1)-(5)). Allocations pursuant to this Section 7.3.2 4.3.2 shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.24.3.2. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(42(1)(4). This Section 7.3.2 4.3.2 is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(42(1)-(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Member’s Nonrecourse Debt, during any Fiscal Yearfiscal year, each Member or Economic Interest Owner member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year fiscal year (and, if necessary, in subsequent Fiscal Yearsfiscal years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 6.3 (b) shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.26.3 (a). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 6.3 (b) is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations treasury Regulation Section 1.7041 .704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If Notwithstanding Sections 8.1 and 8.2 of this Agreement, if there is a net decrease in Company Minimum Gain minimum gain attributable to a Member Nonrecourse Debtnonrecourse debt, during any Fiscal Yearfiscal year, each Member or Economic Interest Owner who has a share of the Company Minimum Gain minimum gain attributable to such Member Nonrecourse Debt nonrecourse debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Yearsfiscal years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Minimum Gain minimum gain attributable to such Member Nonrecourse Debt nonrecourse debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt nonrecourse debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 8.3.2 shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.28. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 7.3.2 8.3.2 is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If Notwithstanding Section 7.1 of this Agreement, if there is a net decrease in Company Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, Debt during any Fiscal Year, each Member or Economic Interest Owner who has a share of the Company Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member’s or holder’s share of the net decrease in Company Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 7.3.2 7.2.2 shall be made in proportion to the amounts required to be allocated to each Member and Economic Interest Owner under this Section 7.3.27 2.2. The items to be so allocated shall be determined in accordance with Treasury Regulations Section Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 7.3.2 7.2.2 is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.