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

Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4) of the Treasury Regulations) in any Fiscal Year, then each Member that has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Year shall be specially allocated items of income and gain arising during that Fiscal Year (and if necessary subsequent Fiscal Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 4.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. If Except as otherwise provided in Regulations section 1.704-2(i)(4) or in Section 5.3(a)(i), if there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4) of the Treasury Regulations) in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, then each Member that Holder who has a share of the “partner nonrecourse debt minimum gain” Member Minimum Gain attributable to such Member Nonrecourse Debt (determined in accordance with Regulations section 1.704-2(i)(5)) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain arising during that for such Fiscal Year (and and, if necessary necessary, subsequent Fiscal Years) in an amount equal to the extent required by Section 1.704-2(i)(4) such Holder’s respective share of the Treasury Regulationsnet decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt. The items to be so allocated A Holder’s share of the net decrease in Member Minimum Gain shall be determined in accordance with Sections Regulations section 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member ); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Section Regulations section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance IRS revenue rulings, revenue procedures or notices issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated Allocations pursuant to this provision Section 5.3(a)(ii) shall consist of first, gains recognized from be made in proportion to the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTEDrespective amounts required to be allocated to each Holder pursuant thereto. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject The items to “partner nonrecourse debt” (within the meaning of Section be so allocated shall be determined in accordance with Regulations sections 1.704-2(b)(42(i)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years1.704-2(j)(2). This Section 4.2(b5.3(a)(ii) is intended to comply with the minimum gain chargeback requirement in Section Regulations section 1.704-2(i)(42(i) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4) of the Treasury Regulations) in any Fiscal Allocation Year, then each Member that who has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Allocation Year shall be specially allocated items of income and gain arising during that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years). This Section 4.2(b10.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(42 (i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.. Active 14598351.7 30

Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4) of the Treasury Regulations) in any Fiscal Allocation Year, then each Member that who has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Allocation Year shall be specially allocated items of income and gain arising during that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years). This Section 4.2(b10.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.. Active 14598351.7 30

Member Nonrecourse Debt Minimum Gain Chargeback. If Except as otherwise provided in §1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this ARTICLE 4, if there is a net decrease in “partner nonrecourse debt minimum gain” (within Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Person who has a share of the meaning of Section Member Nonrecourse Debt Minimum Gain, determined in accordance with §1.704-2(i)(4) of the Treasury Regulations) in any Fiscal Year, then each Member that has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain arising during that Fiscal Year for such year (and and, if necessary necessary, subsequent Fiscal Yearsyears) in an amount equal to such Person’s share of the extent required by Section net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with §1.704-2(i)(4) of the Treasury Regulations. The Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto, and the items to be so allocated shall be determined in accordance with Sections §§1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 4.2(b4.5(b) is intended to comply with the minimum gain chargeback requirement in Section §1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. It is the intent that this Section 4.5(c) be interpreted to comply with the alternative test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4) of the Treasury Regulations) in any Fiscal Allocation Year, then each Member that who has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Allocation Year shall be specially allocated items of income and gain arising during that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(42(b) (4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years). This Section 4.2(b10.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease Except as otherwise provided in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4) of the Treasury Regulations) , notwithstanding anything to the contrary in this Section A.4, if during a Fiscal Year there is a net decrease in Member Nonrecourse Debt Minimum Gain, then, in addition to the amounts, if any, allocated pursuant to Subparagraph 4.2(a), any Fiscal Year, then each Member that has with a share of the “partner nonrecourse debt minimum gain” that Member Nonrecourse Debt Minimum Gain (determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) as of the beginning of the Fiscal Year shall be specially allocated items of Company income and gain arising during for that Fiscal Year year (and and, if necessary necessary, for subsequent Fiscal Years) equal to that Member's share of the extent net decrease in the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). The foregoing is intended to be the "chargeback of partner nonrecourse debt minimum gain" required by Treasury Regulations Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated and shall be determined interpreted and applied in all respects in accordance with that Regulation. In the event a Member has a deficit Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (i) the amount (if any) such Member is obligated to restore pursuant to any provision of the Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(i)(42(g)(1) and 1.704-2(j)(2) of the Treasury Regulations. A 2(i)(5), each such Member shall not be subject specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this provision clause shall be made only if and to the extent that an exception is such Member would have a deficit Capital Account in excess of such sum after all other allocations provided by for in this Section 1.704-2(i)(4A.4 have been made as if this Section A.4.2(c) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to were not in this provision shall consist of first, gains recognized from the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 4.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewithAppendix.

Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704-2(i)(4) of the Treasury Regulations) in any Fiscal Allocation Year, then each Member that who has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Allocation Year shall be specially allocated items of income and gain arising during that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Allocation Year (and if necessary subsequent Fiscal Allocation Years). This Section 4.2(b10.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.