Common use of Member Minimum Gain Chargeback Clause in Contracts

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, except Section 5.2(c), if there is a net decrease in Member Minimum Gain during any Company Fiscal Year, any Member or Manager with a share of that Member Minimum Gain (as determined under Treasury Regulations Section 704-2(i)(5)) as of the beginning of such Fiscal Year shall be allocated items of Company gross income and gain for such Fiscal Year (and, if necessary, subsequent years) in an amount equal to such Member’s or Manager’s share of the net decrease in Member Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Debt. This Section is intended to comply with the partner minimum gain chargeback requirements in the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable thereto.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, Agreement except Section 5.2(c4.3(a), if there is a net decrease in Member Minimum Gain attributable to Member Nonrecourse Debt during any Company Fiscal Year, any each Member or Manager with who has a share of that the Member Minimum Gain (as determined under Treasury Regulations Section 704-2(i)(5)) as of the beginning of attributable to such Fiscal Year Member Nonrecourse Debt shall be specially allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s or Managershare of the net decrease of Member Minimum Gain. 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 Section 1.704-2(j)(2)(ii). Any Member’s share of the net decrease in Member Minimum Gain, Gain shall be determined in accordance with Treasury Regulations Regulation Section 1.704-2(g)(22(i)(5). This Section shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Debt. This Section section is intended to comply with the partner recourse debt minimum gain chargeback requirements in the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable theretotherewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, Agreement except Section 5.2(c4.3 (a), if there is a net decrease in Member Minimum Gain attributable to Member Nonrecourse Debt during any Company Fiscal Year, any each Member or Manager with who has a share of that the Member Minimum Gain (as determined under Treasury Regulations Section 704-2(i)(5)) as of the beginning of attributable to such Fiscal Year Member Nonrecourse Debt shall be specially allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s or Managershare of the net decrease of Member Minimum Gain. 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 Section 1.7042(j)(2)(ii). Any Member’s share of the net decrease in Member Minimum Gain, Gain shall be determined in accordance with Treasury Regulations Regulation Section 1.704-2(g)(21.7042(i)(5). This Section shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Debt. This Section section is intended to comply with the partner recourse debt minimum gain chargeback requirements in the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable theretotherewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5Section 4, except Section 5.2(c), 4.2(c) if there is a net decrease in Member Minimum Gain during any Company Fiscal YearGain, any Member or Manager with a share of that Member Minimum Gain (as determined under Treasury Regulations Section 1-704-2(i)(5)) as of the beginning of such Fiscal Year the year shall be allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal to such Member’s or Manager’s share of the net decrease in Member Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(22(i)(5). This Section 4.2(d) shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Nonrecourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Nonrecourse Debt. This Section 4.2(d) is intended to comply with the partner minimum gain chargeback requirements in the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable thereto.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, Agreement except Section 5.2(c3.2(a), if there is a net decrease in Member Minimum Gain attributable to Member Nonrecourse Debt during any Company Fiscal Year, any each Member or Manager with who has a share of that the Member Minimum Gain (as determined under Treasury Regulations Section 704-2(i)(5)) as of the beginning of attributable to such Fiscal Year Member Nonrecourse Debt shall be specially allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s or Managershare of the net decrease of Member Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of any Company assets subject 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, Gain shall be determined in accordance with Treasury Regulations Regulation Section 1.704-2(g)(22(i)(5). This Section shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Debt. This Section is intended to comply with the partner minimum gain chargeback requirements in the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable theretotherewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5Section 4, except Section 5.2(c4.2(c), if there is a net decrease in Member Minimum Gain during any Company Fiscal YearGain, any Member or Manager with a share of that Member Minimum Gain (as determined under Treasury Regulations Section 1-704-2(i)(5)) as of the beginning of such Fiscal Year the year shall be allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal to such Member’s or Manager’s share of the net decrease in Member Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(22(i)(5). This Section 4.2(d) shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Nonrecourse Debt due to a conversion, refinancing refinancing, or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Nonrecourse Debt. This Section 4.2(d) is intended to comply with the partner minimum gain chargeback requirements in the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable thereto.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, 4 except Section 5.2(c4.3(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Yearfiscal year, any each Member or Manager with who has a share of that the Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined under in accordance with Treasury Regulations Regulation Section 7041.704-2(i)(5)) as of the beginning of such Fiscal Year , shall be specially allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal 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 of such Member’s or Manager’s share of the net decrease in Member Minimum Gain, Members pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(g)(2)2(i)(4) of the Treasury Regulations. This Section shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Debt. This Section 4.3(b) is intended to comply with the partner minimum gain chargeback requirements requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable theretotherewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, VIII except Section 5.2(c8.03(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Yearfiscal year, any each Member or Manager with who has a share of that the Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined under in accordance with Treasury Regulations Section 704-1.704- 2(i)(5)) as of the beginning of such Fiscal Year , shall be specially allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal to such Member’s or Manager’s share of the net decrease in Member Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(22(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 Section 1.704-2(i)(4) of the Treasury Regulations. This Section shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Debt. This Section 8.03(b) is intended to comply with the partner minimum gain chargeback requirements requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable theretotherewith.

Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, Agreement except Section 5.2(c)2(a) of Appendix A, if there is a net decrease in Member Minimum Gain attributable to Member Nonrecourse Debt during any Company Fiscal Year, any each Member or Manager with who has a share of that the Member Minimum Gain (as determined under Treasury Regulations Section 704-2(i)(5)) as of the beginning of attributable to such Fiscal Year Member Nonrecourse Debt shall be specially allocated items of Company gross income and gain for such Fiscal Year year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s or Manager’s 's share of the net decrease of Member Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of any Company assets subject to such Member Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-20)(2)(ii). Any Member's share of the net decrease in Member Minimum Gain, Gain shall be determined in accordance with Treasury Regulations Regulation Section 1.704-2(g)(22(i)(5). This Section shall not apply to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Non-recourse Debt due to a conversion, refinancing or other change in a debt instrument that causes it to become partially or wholly a Non-recourse Debt. This Section is intended to comply with the partner minimum gain chargeback requirements in the Treasury Regulations and shall be interpreted consistently therewith and applied with the restrictions attributable theretotherewith.