Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:
(i) First, 2% to the General Partner, and 98% to the Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);
(ii) Second, 2% to the General Partner, and 98% to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);
(iii) Third, the balance, if any, 100% to the General Partner.
Member Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt 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 Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(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 to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.
Partner Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
Minimum Gain Chargeback (Nonrecourse Liabilities) Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2
(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.
Net Loss A Net Loss for a particular fund or, in the case of a multi-class fund, a class results when aggregate Losses exceed aggregate Benefits (i.e., net redemptions on a day the fund’s or class’s NAV is overstated or net subscriptions on a day the fund’s or class’s NAV is understated) during the Error Period.
Available Cash Asset Representation Reviewer Fee, Expenses and Indemnities up to a Maximum of $200,000 Per Year Paid Asset Representation Reviewer Fee, Expenses and Indemnities up to a Maximum of $200,000 Per Year Shortfall Servicing Fee Paid Servicing Fee Shortfall Administration Fee Paid Administration Fee Shortfall Remaining Cash Available to Pay Note Interest Cash Available to Pay Note Interest Cash Available to Pay Termination Payment Class A-1 notes Interest Paid Class A-2 notes Interest Paid Class A-3 notes Interest Paid Class A-4 notes Interest Paid Class B notes Interest Paid Class A-1 notes Interest Shortfall Class A-2 notes Interest Shortfall Class A-3 notes Interest Shortfall Class A-4 notes Interest Shortfall Class B notes Interest Shortfall $229,000,000 Class A-1 2.56560% Asset Backed Notes due June 12, 2020 $230,000,000 Class A-2 2.55% Asset Backed Notes due September 15, 2022 $225,000,000 Class A-3 2.52% Asset Backed Notes due August 15, 2024 $50,240,000 Class A-4 2.64% Asset Backed Notes due May 15, 2026 $16,900,000 Class B 2.87% Asset Backed Notes due November 16, 2026 Class A-2 notes Principal Paid Class A-3 notes Principal Paid Class A-4 notes Principal Paid Class B notes Principal Paid Deposits to Spread Account Turbo Principal Payment Amount (this Period) LTD Turbo Principal Payment Amount Total Principal Balance of Notes (End of Period) A-1 notes Ending Principal balance A-2 notes Ending Principal balance A-3 notes Ending Principal balance A-4 notes Ending Principal balance Class B notes Ending Principal balance Release excess to the Certificateholders Asset Backed Certificate Actual Payment Date Total Principal Balance of Notes (Beginning of Period) A-1 notes Beginning Principal balance A-2 notes Beginning Principal balance A-3 notes Beginning Principal balance A-4 notes Beginning Principal balance Class B notes Beginning Principal balance Total Principal Balance of Notes (End of Period) A-1 notes Ending Principal balance A-2 notes Ending Principal balance A-3 notes Ending Principal balance A-4 notes Ending Principal balance Class B notes Ending Principal balance $229,000,000 Class A-1 2.56560% Asset Backed Notes due June 12, 2020 $230,000,000 Class A-2 2.55% Asset Backed Notes due September 15, 2022 $225,000,000 Class A-3 2.52% Asset Backed Notes due August 15, 2024 $50,240,000 Class A-4 2.64% Asset Backed Notes due May 15, 2026 $16,900,000 Class B 2.87% Asset Backed Notes due November 16, 2026 Class A-2 notes Interest Paid Class A-3 notes Interest Paid Class A-4 notes Interest Paid Class B notes Interest Paid Class A-1 notes Interest Shortfall Class A-2 notes Interest Shortfall Class A-3 notes Interest Shortfall Class A-4 notes Interest Shortfall Class B notes Interest Shortfall Class A-1 notes Principal Paid Class A-2 notes Principal Paid Class A-3 notes Principal Paid Class A-4 notes Principal Paid Class B notes Principal Paid Required Spread Account Deposit Required Spread Account Target Required Spread Account 2.25% Beginning Spread Account Balance Spread Account Withdrawals to Distribution Account Spread Account Deposits from Excess Cash Spread Account Released to Seller Ending Spread Account Balance Purchase Total Release to Seller “The Administrator hereby directs the Indenture Trustee to pay on the Payment Date set forth above from the Certificate Distribution Account to the Certificateholders, on a pro rata basis, zero payment.” $229,000,000 Class A-1 2.56560% Asset Backed Notes due June 12, 2020 $230,000,000 Class A-2 2.55% Asset Backed Notes due September 15, 2022 $225,000,000 Class A-3 2.52% Asset Backed Notes due August 15, 2024 $50,240,000 Class A-4 2.64% Asset Backed Notes due May 15, 2026 $16,900,000 Class B 2.87% Asset Backed Notes due November 16, 2026 [In the first report to noteholders include:]
Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.
Chargeback of Partner Nonrecourse Debt Minimum Gain Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
Member Nonrecourse Deductions Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(j)(1).
