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

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IV, except as provided in Treasury Regulation 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 Taxable 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 Regulation Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulation 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 Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IV, except as provided in Treasury Regulation Regulations Section 1.704-2(i)(41.704‑2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Taxable Yeartaxable year of the Company, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(51.704‑2(i)(5), shall be specially allocated items Company Items of Company income and gain for such Taxable Year taxable year (and, if necessary, subsequent Taxable Yearstaxable year) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(41.704‑2(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 Company Items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(41.704‑2(i)(4) and 1.704-2(j)(21.704‑2(j)(2). This Section 4.3(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(41.704‑2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IV, except Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable Attributable to a Member Nonrecourse Debt during any Taxable Company Allocation Year, each Member member who has a share of the Member Nonrecourse Debt Minimum Gain attributable Attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Taxable Allocation Year (and, if necessary, subsequent Taxable Allocation Years) in an amount equal to such Member’s member's share of the net decrease in Minimum Gain Attributable to Member Nonrecourse Debt, determined in accordance with Treasury Regulation 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 theretomember. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IV, except as provided in Treasury Regulation Regulations Section 1.704-1.704 2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Taxable Yeartaxable year of the Company, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-1.704 2(i)(5), shall be specially allocated items Company Items of Company income and gain for such Taxable Year taxable year (and, if necessary, subsequent Taxable Yearstaxable year) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-1.704 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 Company Items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-1.704 2(i)(4) and 1.704-1.704 2(j)(2). This Section 4.3(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-1.704 2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions Section 8.1 and Section 8.2 of this Article IV, except as provided in Treasury Regulation Section 1.704-2(i)(4)Agreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain Company minimum gain attributable to a Member Nonrecourse Debt nonrecourse debt, during any Taxable Yearfiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain Company minimum gain attributable to such Member Nonrecourse Debt, nonrecourse debt (which share shall be determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(5), ) shall be specially allocated items of Company income and gain for such Taxable Fiscal Year (and, if necessary, in subsequent Taxable Yearsfiscal years) in an amount equal to that portion of such Member’s share of the net decrease in Company 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 (which share of such net decrease shall be determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(42(i)(5)). Allocations pursuant to the previous sentence this Section 8.3.2 shall be made in proportion to the respective amounts required to be allocated to each Member pursuant theretounder this ARTICLE VIII. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b) 8.3.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement contained in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IVSection 5.01, except as provided in Treasury Regulation 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 Taxable Allocation 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 Regulation Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Taxable Allocation Year (and, if necessary, subsequent Taxable Allocation Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulation 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 Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b5.01(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IVSection 5.1 (other than Section 5.1(c)(i)), except as provided in Treasury Regulation Section 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 Taxable YearCompany taxable period, each any Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to at the beginning of such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(5), taxable period shall be specially allocated items of Company income and gain for such Taxable Year taxable period (and, if necessary, subsequent Taxable Yearstaxable periods) in an amount equal to such Member’s share of the net decrease ****TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX CORPORATION UNDER 17C.F.R. SECTION 200.80(B)(4), 200.83 AND 240.24b-2 manner and amounts provided in Member Nonrecourse Debt, determined in accordance with Treasury Regulation 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 Regulation Sections sections 1.704-2(i)(4) and 1.704-2(j)(22(j)(2)(ii), or any successor provisions. For purposes of this Section 5.1(c), each Member’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 5.1(c), other than Section 5.1(c)(i) and other than an allocation pursuant to Section 5.1(c)(vi) and 5.1(c)(vii), with respect to such taxable period. This Section 4.3(b5.1(c)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IV, except as provided in Treasury Regulation 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 Taxable 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 Regulation Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulation 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 Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b4.3(d) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IVSection 9.2 (other than Section 9.2(b)(i)), except as provided in Treasury Regulation Section 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 Taxable YearAllocation Period, each any Member who has with a share of the Member Nonrecourse Debt Minimum Gain attributable to at the beginning of such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(5), Allocation Period shall be specially allocated items of Company income and gain for such Taxable Year Allocation Period (and, if necessary, subsequent Taxable YearsAllocation Periods) in an amount equal to such Member’s share of the net decrease manner and amounts provided in Member Nonrecourse Debt, determined in accordance with Treasury Regulation 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 Regulation Sections sections 1.704-2(i)(4) and 1.704-2(j)(22(j)(2)(ii), or any successor provisions. For purposes of this Section 9.2(b)(ii), each Member’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 9.2(b), other than Section 9.2(b)(i) and other than an allocation pursuant to Sections 9.2(b)(v) and 9.2(b)(vi), with respect to such Allocation Period. This Section 4.3(b9.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treasury Regulation Section section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the any other provisions provision of this Article IVAgreement, except as provided in Treasury Regulation Section Regulations § 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 Taxable Allocation 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 Regulation Section Regulations § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Taxable Allocation Year (and, if necessary, subsequent Taxable Allocation Years) in an amount equal to such Member’s 's share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section Regulations § 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 Regulation Sections Regulations §§ 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b4.2(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. Notwithstanding the other provisions of this Article IV, except Except as otherwise provided in Treasury Regulation Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable Attributable to a Member Nonrecourse Debt during any Taxable Company Allocation Year, each Member member who has a share of the Member Nonrecourse Debt Minimum Gain attributable Attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Taxable Allocation Year (and, if necessary, subsequent Taxable Allocation Years) in an amount equal to such Membermember’s share of the net decrease in Minimum Gain Attributable to Member Nonrecourse Debt, determined in accordance with Treasury Regulation 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 theretomember. The items to be so allocated shall be determined in accordance with Treasury Regulation Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.3(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.