Common use of Member Nonrecourse Debt Minimum Gain Clause in Contracts

Member Nonrecourse Debt Minimum Gain. Except as provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article 14 except Section 14.4, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company 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 Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to such 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 Regulations. This Section 14.5 is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently with it.

Member Nonrecourse Debt Minimum Gain. Except as to the extent provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article 14 except Section 14.4, if there is is, for any fiscal year of the Company, a net decrease in Member Nonrecourse Debt Minimum Gain attributable (as defined in Section 1.704-2(i)(2) of the Regulations, as the same may be modified in the context of limited liability companies), there shall be allocated to a Member Nonrecourse Debt during any Company fiscal year, each Member who that has a share of the Member Nonrecourse Debt Minimum Gain attributable at the beginning of such fiscal year before any other allocation pursuant to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(54.5 hereof (other than an allocation required pursuant to Section 4.5(c)(iv)(A)) is made under Section 704(b) of the RegulationsCode of Company items for such fiscal year, shall be specially allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the portion net decrease in the Member Nonrecourse Debt Minimum Gain. The determination of such a Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined shall be made in accordance a manner consistent with the principles contained in Section 1.704-2(i)(42(g)(1) of the Regulations. Allocations The determination of which items of income and gain to be allocated pursuant to the previous sentence foregoing provisions of this Section 4.5(c)(iv)(B) shall be made in proportion to a manner that is consistent with the respective amounts required to be allocated to each Member pursuant to such Regulations. The items to be so allocated shall be determined principles contained in accordance with Sections Section 1.704-2(i)(4) and 1.704-2(j)(22(f)(6) of the Regulations. This Section 14.5 is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently with it.