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

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article XII except the foregoing subsection (a) [Minimum Gain Chargeback], if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, then, to the extent required by Regulation Section 1.704-2(i)(4), each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, 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 Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704- 2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 12.03(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704- 2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article XII except Section 9.3 (other than the foregoing subsection (alast sentence of Section 9.3(a) [Minimum Gain Chargeback]above and other than Section 9.3(c)(1) which shall be applied first), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable with respect to a Member Nonrecourse Debt during any Fiscal Yeartaxable year or other period for which allocations are made, then, to the extent required by Regulation Section 1.704-2(i)(4), each any Member who has with a share of the such Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, (determined in accordance with under Regulations Section 1.704-2(i)(5)) as of the Regulations, shall beginning of the year will be specially allocated items of Company income and gain for such year that period (and, if necessary, subsequent yearsperiods) in an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to during such Member Nonrecourse Debt, year determined in accordance with Section 1.704- 2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(g)(2). The items to be so allocated will be determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(j)(2) of the Regulations). This Section 12.03(b9.3(c)(2) is intended to comply with the minimum gain Member Nonrecourse Debt Minimum Gain chargeback requirement in Section 1.704- 2(i)(4) requirements of the Regulations, will be interpreted consistently with the Regulations and shall will be interpreted consistently therewithsubject to all exceptions provided therein.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article XII except the foregoing subsection (a) [Minimum Gain Chargeback], if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, then, to the extent required by Regulation Section 1.704-2(i)(4), each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, 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 Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704- 2(i)(41.704-2(1)(4) of the Regulations. Allocations pursuant to the previous sentence shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 12.03(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704- 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Article XII except the foregoing subsection Section 5.2 (aother than Section 5.2(b)(1) [Minimum Gain Chargeback]which will be applied first), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yeartaxable year or other period for which allocations are made, then, to the extent required by Regulation Section 1.704-2(i)(4), each any Member who has with a share of the such Member Nonrecourse Debt Minimum Gain attributable to such any Member Nonrecourse Debt, Debt (determined in accordance with under Treasury Regulations Section 1.704-2(i)(51.704-(2)(i)(5)) as of the Regulations, shall beginning of the year will be specially allocated items of Company income and gain for such year that period (and, if necessary, subsequent yearsperiods) in an amount equal proportion to the portion of such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable with respect to such Member Nonrecourse Debt that is allocable to the Disposition of Company property subject to such Member Nonrecourse Debt, determined in accordance with Section 1.704- 2(i)(4) of the Regulations. Allocations pursuant The items to the previous sentence shall be so allocated will be determined in accordance with Sections Treasury Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations2(g). This Section 12.03(b5.2(b)(2) is intended to comply with the “partner minimum gain chargeback requirement in Section 1.704- 2(i)(4) chargeback” requirements of the Treasury Regulations and shall the exceptions thereto and is to be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article XII except the foregoing subsection Section 9.3 (aother than Section 9.3(c)(1) [Minimum Gain Chargeback]which shall be applied first), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable with respect to a Member Nonrecourse Debt during any Fiscal Yeartaxable year or other period for which allocations are made, then, to the extent required by Regulation Section 1.704-2(i)(4), each any Member who has with a share of the such Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, (determined in accordance with under Regulations Section 1.704-2(i)(5)) as of the Regulations, shall beginning of the year will be specially allocated items of Company income and gain for such year that period (and, if necessary, subsequent yearsperiods) in an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to during such Member Nonrecourse Debt, year determined in accordance with Section 1.704- 2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(g)(2). The items to be so allocated will be determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(j)(2) of the Regulations). This Section 12.03(b9.3(c)(2) is intended to comply with the minimum gain Member Nonrecourse Debt Minimum Gain chargeback requirement in Section 1.704- 2(i)(4) requirements of the Regulations, will be interpreted consistently with the Regulations and shall will be interpreted consistently therewithsubject to all exceptions provided therein.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article XII except the foregoing subsection (a) [Minimum Gain ChargebackCharge back], if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, then, to the extent required by Regulation Section 1.704-2(i)(4), each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, 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 Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704- 2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 12.03(b) is intended to comply with the minimum gain chargeback requirement in Section Suction 1.704- 2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Article XII except the foregoing subsection Section 5.2 (aother than Section 5.2(c)(1) [Minimum Gain Chargeback]which will be applied first), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Yeartaxable year or other period for which allocations are made, then, to the extent required by Regulation Section 1.704-2(i)(4), each any Member who has with a share of the such Member Nonrecourse Debt Minimum Gain attributable to such any Member Nonrecourse Debt, Debt (determined in accordance with under Treasury Regulations Section 1.704-2(i)(51.704-(2)(i)(5)) as of the Regulations, shall beginning of the year will be specially allocated items of Company income and gain for such year that period (and, if necessary, subsequent yearsperiods) in an amount equal proportion to the portion of such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable with respect to such Member Nonrecourse Debt that is allocable to the Disposition of Company property subject to such Member Nonrecourse Debt, determined in accordance with Section 1.704- 2(i)(4) of the Regulations. Allocations pursuant The items to the previous sentence shall be so allocated will be determined in accordance with Sections Treasury Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations2(g). This Section 12.03(b5.2(c)(2) is intended to comply with the “partner minimum gain chargeback requirement in Section 1.704- 2(i)(4) chargeback” requirements of the Treasury Regulations and shall the exceptions thereto and is to be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article XII except the foregoing subsection (a) [Minimum Gain Chargeback], if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, then, to the extent required by Regulation Section 1.704-2(i)(4), each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, 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 Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704- 1.704-2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 12.03(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704- 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article XII X except the foregoing subsection (a) [Minimum Gain Chargeback], if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, then, to the extent required by Regulation Section 1.704-2(i)(4), each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, 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 Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704- 1.704-2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 12.03(b10.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704- 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.