Common use of Member Minimum Gain Chargeback Clause in Contracts

Member Minimum Gain Chargeback. To the extent required under Regulation Section 1.704-2(i), if there is a net decrease in minimum gain attributable to Member non-recourse debt during a Fund taxable year, any Member with a share of that Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must be allocated items of Net Income for such year (and if necessary, subsequent years) equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A Member’s share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5). The items so allocated shall be determined in accordance with Regulation Section 1.704-2(j)(2)(ii). This Section 5.7.4 is intended to comply with the “partner minimum gain chargeback” requirements of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation and in the manner provided in Section 1.704-2(i)2(i)(4) of the Regulations, if there is a net decrease in minimum gain Member Minimum Gain attributable to a Member non-recourse debt Nonrecourse Liability during a Fund taxable any fiscal year, any each Member with who has a share of that the Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must Minimum Gain attributable to such Member Nonrecourse Liability shall be specially allocated items of Net Income Company income and gain for such fiscal year (and and, if necessary, subsequent fiscal years) in an amount equal to that such Member’s share of the net decrease in the Member non-recourse debt minimum gain. A Member’s 's share of the net decrease in Member non-recourse debt minimum gain is Minimum Gain attributable to such Member Nonrecourse Liability, determined in a manner consistent accordance with the provisions of Regulation Regulations Section 1.704-2(i)(52(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 Regulation Section Sections 1.704-2(j)(2)(ii)2(i)(4) an 1.704-2(j)(2) of the Regulations. This Section 5.7.4 5.2(b) is intended to comply with the “partner minimum gain chargeback” requirements chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i3.2(a), if there is a net decrease in minimum gain Member Minimum Gain attributable to Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Year, any each Member with who has a share of that the Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must Minimum Gain attributable to such Member Nonrecourse Debt shall be specially allocated items of Net Income Company income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A such Member’s share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5)Minimum Gain attributable to such Member Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(j)(2)(ii). Any Member’s share of the net decrease in Member Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(i)(5). This Section 5.7.4 is intended to comply with the “partner minimum gain chargeback” chargeback requirements of in the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Except as otherwise provided in Regulations Section 1.704-2(i)2(i)(4) and notwithstanding any other provision of this Article 6, if there is a net decrease in minimum gain Member Nonrecourse Debt Minimum Gain attributable to a Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Year, any each Member with who has a share of that the Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt shall be specially allocated items of Net Income Group income and gain for such year Fiscal Year (and and, if necessary, subsequent yearsFiscal Years) in an amount equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A such Member’s share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5)Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(j)(2)(ii2(i)(4) and 1.704-2(j)(2). This Section 5.7.4 6.2(b) is intended to comply with the “partner minimum gain chargeback” requirements of the chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Section 1.704-2(i), if If there is a net decrease in minimum gain attributable to Company Minimum Gain for any Fiscal Year, each Member non-recourse debt during a Fund taxable year, any Member with a share of that Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must shall be specially allocated items of Net Income income and gain for such year (and and, if necessary, for subsequent years) in an amount equal to that such Member’s share of the net decrease in the Member non-recourse debt minimum gain. A Member’s share of the net decrease in Member non-recourse debt minimum gain is Company Minimum Gain during such year, determined in a manner consistent accordance with the provisions of Regulation Regulations Section 1.704-2(i)(52(g)(2). Allocations under the preceding sentence shall be made among the Members in proportion to the respective amounts required to be allocated to each of them under such Regulation. The items to be so allocated shall will be determined in accordance with Regulation Regulations Section 1.704-2(j)(2)(ii2(f)(6). Any special allocation of items of income and gain under this Section 7.2(a) shall be made before any other allocation of items under this Section 7.2. This Section 5.7.4 7.2(a) is intended to comply with the “partner minimum gain chargeback” requirements of the requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Except as otherwise provided in Regulations Section 1.704-2(i)2(i)(4) and notwithstanding any other provision of this Agreement, if there is a net decrease in minimum gain Member Minimum Gain attributable to a Member non-recourse debt Nonrecourse Debt during a Fund any Company taxable year, any Member with each Person who has a share of that the Member non-recourse debt minimum gain (Minimum Gain attributable to such Member Nonrecourse Debt, determined under Regulation in accordance with Regulations Section 1.704-2(i)(5)) as of the beginning of the year must , shall be specially allocated items of Net Income Company income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A Member’s share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5)Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(j)(2)(ii)2(i)(4) and (f)(5) of the Regulations. This Section 5.7.4 3.3(d) is intended to comply with the “partner minimum gain chargeback” requirements Member Minimum Gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Notwithstanding any other provision of this Article IV except Section 1.704-2(i4.3(a), if there is a net decrease in minimum gain Member Minimum Gain attributable to a Member non-recourse debt Nonrecourse Debt during a Fund taxable any fiscal year, any then, to the extent required by Regulations Section 1.704-2(i)(4), each Member with who has a share of that the Member non-recourse debt minimum gain (Minimum Gain attributable to such Member Nonrecourse Debt, determined under Regulation in accordance with Regulations Section 1.704-2(i)(5)) as of the beginning of the year must , shall be specially allocated items of Net Income Company income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A such Member’s share of the net decrease in Member non-recourse debt minimum gain is Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent accordance with the provisions of Regulation Regulations Section 1.704-2(i)(52(i)(4). The items to be so allocated shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(j)(2)(ii2(i)(4) and 1.704-2(j). This Section 5.7.4 4.3(b) is intended to comply with the “partner minimum gain chargeback” requirements of the chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Notwithstanding any other provision of this Section 1.704-2(i3.01 except Section 3.01(c)(i), if there is a net decrease in minimum gain Member Minimum Gain attributable to a Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Period, any each Member with a share of that the Member non-recourse debt minimum gain (Minimum Gain attributable to such Member Nonrecourse Debt, determined under Regulation in accordance with Section 1.704-2(i)(5)) as of the beginning of the year must Regulations, shall be specially allocated items of Net Income Company income and gain for such year Fiscal Period (and and, if necessary, subsequent yearsFiscal Periods) in proportion to, and to the extent of, an amount equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A such Member’s share of the net decrease in Member non-recourse debt minimum gain is Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent accordance with the provisions of Regulation Section 1.704-2(i)(5)2(i)(4) of the Regulations. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(j)(2)(ii)2(i)(5) of the Regulations. This Section 5.7.4 3.01(c)(ii) is intended to comply with the “partner Member minimum gain chargeback” requirements chargeback requirement of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Notwithstanding any other provision of Section 1.704-2(i)5.1 of this Agreement, if there is a net decrease in minimum gain Member Minimum Gain attributable to a Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Year, any each Member with who has a share of that the Member non-recourse debt minimum gain (Minimum Gain attributable to such Member Nonrecourse Debt, determined under Regulation in accordance with Regulations Section 1.704-2(i)(5)) as of the beginning of the year must , shall be specially allocated items of Net Income Company income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A such Member’s share of the net decrease in Member non-recourse debt minimum gain is Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent accordance with the provisions of Regulation Regulations Section 1.704-2(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 Regulation Regulations Section 1.704-2(j)(2)(ii1.704- 2(i)(4). This Section 5.7.4 5.1(c)(ii) is intended to comply with the “partner minimum gain chargeback” requirements of the chargeback requirement in Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Except as otherwise provided in Regulations Section 1.704-2(i)2(i)(4) and notwithstanding any other provision of this Article 6, if there is a net decrease in minimum gain Member Nonrecourse Debt Minimum Gain attributable to a Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Year, any each Member with who has a share of that the Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt shall be specially allocated items of Net Income Company income and gain for such year Fiscal Year (and and, if necessary, subsequent yearsFiscal Years) in an amount equal to that Member’s share of the net decrease in the Member non-recourse debt minimum gain. A such Member’s share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5)Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section Regulations Sections 1.704-2(j)(2)(ii2(i)(4) and 1.704-2(j)(2). This Section 5.7.4 6.2(b) is intended to comply with the “partner minimum gain chargeback” requirements of the chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Section 1.704-2(i)Despite any other provision in this ------------------------------ Agreement, if there is a net decrease in minimum gain attributable to Member non-recourse debt Minimum Gain during a Fund taxable any fiscal year, any each Member with who has a share of that such Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must Minimum Gain shall be specially allocated items of Net Income income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that the portion of such Member’s 's share of the net decrease in the Member non-recourse debt minimum gain. A Member’s share of the such net decrease in Member non-recourse debt minimum gain is determined Minimum Gain. Allocations pursuant to the previous sentence shall be made in a manner consistent with proportion to the provisions of Regulation Section 1.704-2(i)(5)respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation Regulations Section 1.704-2(j)(2)(ii2(i)(4). This Section 5.7.4 is intended to comply with the “partner minimum gain chargeback” requirements of the chargeback requirement in Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i3.2(a), if there is a net decrease in minimum gain Member Minimum Gain attributable to Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Year, any each Member with who has a share of that the Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must Minimum Gain attributable to such Member Nonrecourse Debt shall be specially allocated items of Net Income Company income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that the portion of such Member’s share of the net decrease in of Member Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of any Company assets subject to such Member non-recourse debt minimum gain. A Member’s share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5)Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(j)(2)(ii). Any Member’s share of the net decrease in Member Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(i)(5). This Section 5.7.4 is intended to comply with the “partner minimum gain chargeback” chargeback requirements of in the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Chargeback. To the extent required under Regulation Except as otherwise provided in Regulations Section 1.704-2(i)2(i)(4) or in Section 6.3.A(1) hereof, if there is a net decrease in minimum gain Member Minimum Gain attributable to a Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Year, any each Member with who has a share of that the Member non-recourse debt minimum gain (Minimum Gain attributable to such Member Nonrecourse Debt, determined under Regulation in accordance with Regulations Section 1.704-2(i)(5)) as of the beginning of the year must , shall be specially allocated items of Net Income Company income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that such Member’s share of the net decrease in the Member non-recourse debt minimum gain. A Member’s 's share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5). The items so allocated shall be Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulation Regulations Section 1.704-2(j)(2)(ii2(i)(4). This Section 5.7.4 is intended Allocations pursuant to comply with the “partner minimum gain chargeback” requirements of the Regulations and previous sentence shall be interpreted consistently therewith.made in proportion to the respective amounts required to be

Member Minimum Gain Chargeback. To the extent required under Regulation Notwithstanding any other provision of this Agreement except Section 1.704-2(i)2(a) of Appendix A, if there is a net decrease in minimum gain Member Minimum Gain attributable to Member non-recourse debt Nonrecourse Debt during a Fund taxable yearany Fiscal Year, any each Member with who has a share of that the Member non-recourse debt minimum gain (determined under Regulation Section 1.704-2(i)(5)) as of the beginning of the year must Minimum Gain attributable to such Member Nonrecourse Debt shall be specially allocated items of Net Income Company income and gain for such year (and and, if necessary, subsequent years) in an amount equal to that the portion of such Member’s 's share of the net decrease in of Member Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of any Company assets subject to such Member non-recourse debt minimum gain. A Member’s share of the net decrease in Member non-recourse debt minimum gain is determined in a manner consistent with the provisions of Regulation Section 1.704-2(i)(5)Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(j)(2)(ii20)(2)(ii). Any Member's share of the net decrease in Member Minimum Gain shall be determined in accordance with Regulation Section 1.704-2(i)(5). This Section 5.7.4 is intended to comply with the “partner minimum gain chargeback” chargeback requirements of in the Regulations and shall be interpreted consistently therewith.