Common use of Member Nonrecourse Debt Minimum Gain Clause in Contracts

Member Nonrecourse Debt Minimum Gain. Except to the extent provided in Treasury Regulations Section 1.704-2(i)(4), if for any fiscal year there is a net decrease in Member Nonrecourse Debt Minimum Gain, before any other allocation pursuant to this Article III (other than an allocation required by Section 3.3B(1)) is made there shall be specially allocated to each Member that has a share of Member Nonrecourse Debt Minimum Gain at the beginning of such fiscal year items of Company income and gain for such fiscal year (and, if necessary, for subsequent fiscal years) equal to such Member’s share of such net decrease in Member Nonrecourse Debt Minimum Gain. The determination of a Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain shall be made in a manner consistent with the principles contained in Treasury Regulations Section 1.704-2(i)(5). The determination of the items of income and gain to be allocated pursuant to this Section 3.3B(2) shall be made in a manner consistent with the principles contained in Treasury Regulations Section 1.704-2(f)(6). To the extent permitted by the Code and the Treasury Regulations and subject in all events to Section 3.2E(2), items of income or gain specially allocated pursuant to this Section 3.3B(2) shall be taken into account in computing subsequent allocations of Profits and Losses pursuant to this Article III, so that the net amount of any items so allocated to each Member and the subsequent Profits and Losses allocated to such Member pursuant to this Article III shall, to the extent possible, be equal to the net amount that would have been allocated to such Member pursuant to the provisions of this Article III if the special allocations of items of income or gain pursuant to this Section 3.3B(2) had not occurred. This Section 3.3B(2) is intended to comply with the “partner nonrecourse debt minimum gain chargeback” requirement of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Member Nonrecourse Debt Minimum Gain. Except Notwithstanding any provision of the Agreement to the extent provided contrary except Section Cl(b)(iii) and subject to the exceptions set forth in Treasury Regulations Section 1.704-2(i)(4)) of the Treasury Regulations, if for any fiscal year there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Company fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, before any other allocation pursuant to this Article III (other than an allocation required by determined in accordance with Section 3.3B(1)1.704-2(i)(3) is made there of the Treasury Regulations, shall be specially allocated to each Member that has a share of Member Nonrecourse Debt Minimum Gain at the beginning of such fiscal year items of Company income and gain for such fiscal year (and, if necessary, for subsequent fiscal years) in an amount equal to such Member’s share of such net decrease in Member Nonrecourse Debt Minimum Gain. The determination of a Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in a manner consistent with proportion to the principles contained in Treasury Regulations Section 1.704-2(i)(5). The determination of the items of income and gain respective amounts required to be allocated pursuant to this Section 3.3B(2) shall be made in a manner consistent with the principles contained in Treasury Regulations Section 1.704-2(f)(6). To the extent permitted by the Code and the Treasury Regulations and subject in all events to Section 3.2E(2), items of income or gain specially allocated pursuant to this Section 3.3B(2) shall be taken into account in computing subsequent allocations of Profits and Losses pursuant to this Article III, so that the net amount of any items so allocated to each Member and pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the subsequent Profits and Losses allocated to such Member pursuant to this Article III shall, to the extent possible, be equal to the net amount that would have been allocated to such Member pursuant to the provisions of this Article III if the special allocations of items of income or gain pursuant to this Section 3.3B(2) had not occurredTreasury Regulations. This Section 3.3B(2C1(b)(iv) is intended to comply with the “partner nonrecourse debt minimum gain chargeback” chargeback requirement in such Section of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. Solely for purposes of this Section C1(b)(iv), each Member’s Adjusted Capital Account Balance shall be determined prior to any other allocations pursuant to Section 4 of the Agreement and this Exhibit C with respect to such fiscal year, other than allocations pursuant to Section C1(b)(ii) hereof.