Common use of Member Minimum Gain Clause in Contracts

Member Minimum Gain. Notwithstanding any other provision of this Section “7”, except (c)(i) above, if there is a net decrease in Member Minimum Gain attributable to a 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 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, subsequent Fiscal 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 Treasury Regulations Section l.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 Member pursuant thereto. The items so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This subsection “(c)(ii)” is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this subsection “(c)(ii)”, each Member’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Section 7 with respect to such Fiscal Year, other than allocations pursuant to subsection “(c)(i)” hereof.

Member Minimum Gain. Notwithstanding any other provision of this Agreement to the contrary except Section “7”, except (c)(i6.2(iii) aboveand subject to the exceptions set forth in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal YearCompany fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulations Section 1.704-2(i)(5)2(i)(3) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulations Section l.7041.704-2(i)(4)2(i)(5) of the Regulations. 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 Treasury Regulations Section 1.704-2(i)(4)) of the Regulations. This subsection “(c)(ii)” Section 6.2(iv) is intended to comply with the minimum gain chargeback requirement in such Section section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this subsection “(c)(iiSection 6.2(vi)”, each Member’s Adjusted Capital Account Deficit Balance shall be determined prior to any other allocations pursuant to this Section 7 Article VI of this Agreement with respect to such Fiscal Yeartaxable year, other than allocations pursuant to subsection “(c)(i)” Section 6.2(iii) hereof.

Member Minimum Gain. Notwithstanding any other provision of this the Agreement to the contrary (except Section “7”, except (c)(i) above9.2.3 and subject to the exceptions set forth in Treasury Regulations Section 1.704-2(i)(4)), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Taxable Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulations Section 1.704-2(i)(52(i)(3), shall be specially allocated items of Company income and gain for such Fiscal Taxable Year (and, if necessary, subsequent Fiscal Taxable Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse DebtGain, determined in accordance with Treasury Regulations Section l.7041.704-2(i)(42(i)(5). 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 Treasury Regulations Section 1.704-2(i)(4). This subsection “(c)(ii)” Section 9.2.4 is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. Solely for purposes of this subsection “(c)(ii)”Section 9.2.4, each Member’s Adjusted Capital Account Deficit balance shall be determined prior to any other allocations pursuant to this Section 7 Article 9 with respect to such Fiscal Taxable Year, other than allocations pursuant to subsection “(c)(i)” hereofSection 9.2.3.