Common use of Partner Nonrecourse Debt Minimum Clause in Contracts

Partner Nonrecourse Debt Minimum. Gain Chargeback. Notwithstanding any other provision of this Section (other than Section 5.2(C)(1) which shall be applied before this Section 5.2(C)(2)), if there is a net decrease in Partner Minimum Gain during any tax year or other period for which allocations are made, each Partner with a share of Partner Minimum Gain determined in accordance with Treasury Regulations Section 1.704-2(i)(5) shall be specially allocated items of Partnership income and gain for that period (and, if necessary, subsequent periods) in an amount equal to such Partner's share of the net decrease in Partner Minimum Gain determined in accordance with Treasury Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 5.2(C)(2) is intended to comply with the minimum gain chargeback requirements of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith, including the exceptions set forth in Treasury Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions apply to Treasury Regulations Sections 1.704-2(i)(4). If the General Partner concludes, after consultation with tax counsel, that the Partnership meets the requirements for a waiver of the Partner Minimum Gain chargeback requirement set forth in Treasury Regulation 1.704-2(f), but only to the extent such exception applies to Treasury Regulations Section 1.704-2(i)(4), the General Partner may take steps necessary or appropriate to obtain such waiver.

Partner Nonrecourse Debt Minimum. Gain Chargeback. Notwithstanding any other provision of this Section (other than Section 5.2(C)(1) which shall be applied before this Section 5.2(C)(2)), if there is a net decrease in Partner Minimum Gain during any tax year or other period for which allocations are made, each Partner with a share of Partner Minimum Gain determined in accordance with Treasury Regulations Section 1.704-1.704- 2(i)(5) shall be specially allocated items of Partnership income and gain for that period (and, if necessary, subsequent periods) in an amount equal to such Partner's share of the net decrease in Partner Minimum Gain determined in accordance with Treasury Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 5.2(C)(2) is intended to comply with the minimum gain chargeback requirements of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith, including the exceptions set forth in Treasury Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions apply to Treasury Regulations Sections 1.704-2(i)(4). If the General Partner concludes, after consultation with tax counsel, that the Partnership meets the requirements for a waiver of the Partner Minimum Gain chargeback requirement set forth in Treasury Regulation 1.704-2(f), but only to the extent such exception applies to Treasury Regulations Section 1.704-2(i)(4), the General Partner may take steps necessary or appropriate to obtain such waiver.

Partner Nonrecourse Debt Minimum. Gain Chargeback. Notwithstanding any other provision of this Section (other than Section 5.2(C)(15.2(D)(1) which shall be applied before this Section 5.2(C)(25.2(D)(2)), if there is a net decrease in Partner Minimum Gain during any tax year or other period for which allocations are made, each Partner with a share of Partner Minimum Gain determined in accordance with Treasury Regulations Section 1.704-2(i)(5) shall be specially allocated items of Partnership income and gain for that period (and, if necessary, subsequent periods) in an amount equal to such Partner's ’s share of the net decrease in Partner Minimum Gain determined in accordance with Treasury Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 5.2(C)(25.2(D)(2) is intended to comply with the minimum gain chargeback requirements of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith, including the exceptions set forth in Treasury Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions apply to Treasury Regulations Sections Section 1.704-2(i)(4). If the General Partner concludes, after consultation with tax counsel, that the Partnership meets the requirements for a waiver of the Partner Minimum Gain chargeback requirement set forth in Treasury Regulation Regulations Section 1.704-2(f), but only to the extent such exception applies to Treasury Regulations Section 1.704-2(i)(4), the General Partner may take steps necessary or appropriate to obtain such waiver.

Partner Nonrecourse Debt Minimum. Gain Chargeback. ------------------------------------------------ Notwithstanding any other provision of anything to the contrary in this Section Article IV (other than Section 5.2(C)(1) which shall be applied before this Section 5.2(C)(2)4.3.1 above), if during a fiscal year there is a net decrease in Partner Nonrecourse Debt Minimum Gain during (as determined in accordance with Regulations Section 1.704-2 (i)(3)), then, in addition to the amounts, if any, allocated, pursuant to Section 4.3.1, any tax year or other period for which allocations are made, each Partner with a share of that Partner 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, subject to the exceptions set forth in Regulations Section 1.704-2(i)(5) shall 2(i)(4), be specially allocated items of Partnership income and gain for that period year (and, if necessary, subsequent periodsfor succeeding Fiscal Years) in an amount equal to such that Partner's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain. The Executive Committee may, if the application of this Partner Nonrecourse Debt Minimum Gain determined chargeback requirement would cause a distortion in accordance with Treasury the economic arrangement among the Partners, request the Commissioner of the Internal Revenue to waive the minimum gain chargeback requirement pursuant to Regulations Section Sections 1.704-2(f)(4) and 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 5.2(C)(2) foregoing is intended to comply with be the "chargeback of partner nonrecourse debt minimum gain chargeback requirements of Treasury gain" required by Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith, including the exceptions set forth and applied in Treasury Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions apply to Treasury Regulations Sections 1.704-2(i)(4). If the General Partner concludes, after consultation all respects in accordance with tax counsel, that the Partnership meets the requirements for a waiver of the Partner Minimum Gain chargeback requirement set forth in Treasury Regulation 1.704-2(f), but only to the extent such exception applies to Treasury Regulations Section 1.704-2(i)(4), the General Partner may take steps necessary or appropriate to obtain such waiverRegulation.

Partner Nonrecourse Debt Minimum. Gain Chargeback. ------------------------------------------------ Notwithstanding any other provision of anything to the contrary in this Section Article IV (other than Section 5.2(C)(1) which shall be applied before this Section 5.2(C)(2)4.4.1 above), if during a fiscal year there is a net decrease in Partner Nonrecourse Debt Minimum Gain during (as determined in accordance with Regulations Section 1.704-2 (i)(3)), then, in addition to the amounts, if any, allocated, pursuant to Section 4.4.1, any tax year or other period for which allocations are made, each Partner with a share of that Partner 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, subject to the exceptions set forth in Regulations Section 1.704-2(i)(52(i) shall (4), be specially allocated items of Partnership income and gain for that period year (and, if necessary, subsequent periodsfor succeeding Fiscal Years) in an amount equal to such that Partner's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain. The Executive Committee may, if the application of this Partner Nonrecourse Debt Minimum Gain determined chargeback requirement would cause a distortion in accordance with Treasury the economic arrangement among the Partners, request the Commissioner of the Internal Revenue to waive the minimum gain chargeback requirement pursuant to Regulations Section Sections 1.704-2(f)(4) and 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 5.2(C)(2) foregoing is intended to comply with be the "chargeback of partner nonrecourse debt minimum gain chargeback requirements of Treasury gain" required by Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith, including the exceptions set forth and applied in Treasury Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions apply to Treasury Regulations Sections 1.704-2(i)(4). If the General Partner concludes, after consultation all respects in accordance with tax counsel, that the Partnership meets the requirements for a waiver of the Partner Minimum Gain chargeback requirement set forth in Treasury Regulation 1.704-2(f), but only to the extent such exception applies to Treasury Regulations Section 1.704-2(i)(4), the General Partner may take steps necessary or appropriate to obtain such waiverRegulation.

Partner Nonrecourse Debt Minimum. Gain Chargeback. ------------------------------------------------ Notwithstanding any other provision of anything to the contrary in this Section Article IV (other than Section 5.2(C)(1) which shall be applied before this Section 5.2(C)(2)4.4.1 above), if during a fiscal year there is a net decrease in Partner Nonrecourse Debt Minimum Gain during (as determined in accordance with Regulations Section 1.704-2 (i)(3)), then, in addition to the amounts, if any, allocated, pursuant to Section 4.4.1, any tax year or other period for which allocations are made, each Partner with a share of that Partner Nonrecourse Debt Minimum Gain (determined in accordance with Treasury Regulations Section 1.704-2(i)(52(i) shall (5)) as of the beginning of the Fiscal Year shall, subject to the exceptions set forth in Regulations Section 1.704-2(i)(4), be specially allocated items of Partnership income and gain for that period year (and, if necessary, subsequent periodsfor succeeding Fiscal Years) in an amount equal to such that Partner's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain. The Executive Committee may, if the application of this Partner Nonrecourse Debt Minimum Gain determined chargeback requirement would cause a distortion in accordance with Treasury the economic arrangement among the Partners, request the Commissioner of the Internal Revenue to waive the minimum gain chargeback requirement pursuant to Regulations Section Sections 1.704-2(f)(4) and 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section 5.2(C)(2) foregoing is intended to comply with be the "chargeback of partner nonrecourse debt minimum gain chargeback requirements of Treasury gain" required by Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith, including the exceptions set forth and applied in Treasury Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions apply to Treasury Regulations Sections 1.704-2(i)(4). If the General Partner concludes, after consultation all respects in accordance with tax counsel, that the Partnership meets the requirements for a waiver of the Partner Minimum Gain chargeback requirement set forth in Treasury Regulation 1.704-2(f), but only to the extent such exception applies to Treasury Regulations Section 1.704-2(i)(4), the General Partner may take steps necessary or appropriate to obtain such waiverRegulation.