Common use of Minimum Gain Chargeback (Nonrecourse Liabilities) Clause in Contracts

Minimum Gain Chargeback (Nonrecourse Liabilities). (a) If there is a net decrease in Partnership Minimum Gain for any Partnership taxable year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (b) Exceptions to Section 2.1(a). The allocation otherwise required pursuant to Section 2.1(a) of this Exhibit B shall not apply to a Partner to the extent that: (i) such Partner's share of the net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of Section 1.752-2 of the Regulations) for such changed debt; (ii) such Partner's share of the net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the IRS, pursuant to Section 1.704-2(f)(4) of the Regulations, waives the requirement of such allocation in response to a request for such waiver made by the General Partner on behalf of the Partnership (which request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Section 1.704-2(f)(5) of the Regulations, which exceptions apply to such Partner, as determined by the General Partner in its sole discretion.

Minimum Gain Chargeback (Nonrecourse Liabilities). (aExcept as otherwise provided in Section 1.704-2(f) If of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership taxable fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that such Partner's ’s share of thethe net decrease in Partnership Minimum Gain to the extent (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection (asubparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (b) Exceptions to . Partner Minimum Gain Chargeback. Except as otherwise provided in Section 2.1(a). The allocation otherwise required pursuant to Section 2.1(a1.704-2(i)(4) of this Exhibit B the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall not apply be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to a Partner to the extent that: (i) such that Partner's ’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain is caused by a guarantee, refinancing or other change to the extent and in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of manner required by Section 1.7521.704-2 2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) for such changed debt; and (iij)(2) such Partner's share of the net decrease Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in Minimum Gain results from the repayment of a nonrecourse liability said section of the Partnership, which repayment is Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made using funds contributed by such Partner in proportion to the capital of the Partnership; (iii) the IRSrespective amounts required to be allocated to each Partner pursuant hereto. Qualified Income Offset. If a Partner unexpectedly receives any adjustments, pursuant to Section allocations or distributions described in Sections 1.704-2(f)(41(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, waives and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the requirement of such allocation in response to a request for such waiver made Adjusted Capital Account Deficit as quickly as possible as required by the General Partner on behalf of the Partnership (which request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor); or (ivRegulations. This subparagraph 2(c) additional exceptions is intended to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to constitute a “qualified income offset” under Section 1.704-2(f)(51(b)(2)(ii)(d) of the Regulations, which exceptions apply to such Partner, as determined by the General Partner in its sole discretionRegulations and shall be interpreted consistently therewith.

Minimum Gain Chargeback (Nonrecourse Liabilities). (aExcept as otherwise provided in section 1.704-2(f) If of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership taxable fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain to the extent required by Regulations section 1.704-2(f). The items to be so allocated shall be determined in accordance with sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2 (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (b) Partner Minimum Gain Chargeback. Except as otherwise provided in section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with section 1.704- 2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (b) Exceptions to Section 2.1(a). The allocation otherwise required pursuant to Section 2.1(a) of this Exhibit B shall not apply to a Partner to the extent that: (i) such Partner's share of the net decrease in the Partner Minimum Gain is caused by a guarantee, refinancing or other change attributable to such Partner Nonrecourse Debt to the extent and in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of Section 1.752-2 of the Regulations) for such changed debt; (ii) such Partner's share of the net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed manner required by such Partner to the capital of the Partnership; (iii) the IRS, pursuant to Section section 1.704-2(f)(42(i) of the Regulations, waives the requirement of such allocation . The items to be so allocated shall be determined in response to a request for such waiver made by the General Partner on behalf of the Partnership (which request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Section accordance with sections 1.704-2(f)(52(i)(4) and (j)(2) of the Regulations, which exceptions apply to such Partner, as determined by the General Partner in its sole discretion.. This subparagraph 2

Minimum Gain Chargeback (Nonrecourse Liabilities). (aExcept as otherwise provided in Section 1.704-2(f) If of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership taxable fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain to the extent required by Regulations Section 1.704-2(f). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2 (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (b) Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any fiscal year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subsection (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (b) Exceptions to Section 2.1(a). The allocation otherwise required pursuant to Section 2.1(a) of this Exhibit B shall not apply to a Partner to the extent that: (i) such Partner's share of the net decrease in the Partner Minimum Gain is caused by a guarantee, refinancing or other change attributable to such Partner Nonrecourse Debt to the extent and in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of Section 1.752-2 of the Regulations) for such changed debt; (ii) such Partner's share of the net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed manner required by such Partner to the capital of the Partnership; (iii) the IRS, pursuant to Section 1.704-2(f)(42(i) of the Regulations, waives the requirement of such allocation . The items to be so allocated shall be determined in response to a request for such waiver made by the General Partner on behalf of the Partnership accordance with Sections 1.704- 2(i)(4) and (which request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Section 1.704-2(f)(5j)(2)(ii) of the Regulations, which exceptions apply to such Partner, as determined by the General Partner in its sole discretion.. This subparagraph 2