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

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. 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). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 5.3(b)(i), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such PartnerHolder’s respective share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt. A Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.3(b)(ii) shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5) or in Section 6.3.A(i) hereof, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Partnership Year, each Partner Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such PartnerHolder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant thereto. 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). This Section 5.04(b)(ii6.3.A(ii) is intended to comply with qualify as a “chargeback of partner nonrecourse debt minimum gain” within the minimum gain chargeback requirement in Treasury meaning of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 5.2(a)(i), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such PartnerHolder’s respective share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt. A Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.2(a)(ii) shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.2(a)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding Notwithstanding any other provision of this Article 5V, except Section 5.3(a), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.3(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section §1.704-2(i)(4)) of the Treasury Regulations, notwithstanding any other provision of this Article 5III, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section §1.704-2(i)(5)) of the Treasury Regulations, shall be specially allocated items of Partnership Fund income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section §1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. 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)) of the Treasury Regulations. This Section 5.04(b)(ii) Section 3.7.1 is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section §1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Article 5Article, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal YearAllocation Period, each Partner Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Partnership Company income and gain for such Fiscal Year Allocation Period (and, if necessary, subsequent Fiscal YearsAllocation Periods) in an amount equal to such PartnerMember’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner Member pursuant thereto. 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)) of the Regulations. This Section 5.04(b)(ii4.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5V, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. 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). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations ------------------------------------------------ Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of --------------------- this Article 5Exhibit A to the contrary, if there is a net decrease in Partner --------- Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal YearPartnership taxable period, each any Partner who has with a share of the Partner Nonrecourse Debt Minimum Gain attributable to at the beginning of such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), taxable period shall be specially allocated items of Partnership income and gain for such Fiscal Year period (and, if necessary, subsequent Fiscal Yearsperiods) in an amount equal to such Partner’s share of the net decrease manner and amounts provided in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section Sections 1.704-2(i)(4)) and 1.704-2(j)(2)(ii) of the Regulations, or ---------------------- ---------------- any successor provisions. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. 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)) of the Regulations. ---------------------- ------------- This Section 5.04(b)(ii2.2(b) is intended to comply with the minimum chargeback of items of income -------------- and gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) of the Regulations and shall be --------------------- interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section section 1.704-2(i)(4) or in Section 5.2(a)(i), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, Debt (determined in accordance with Treasury Regulations Section section 1.704-2(i)(5), ) as of the beginning of the Fiscal Year shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s Holder's respective share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, . A Holder's share of the net decrease in Partner Minimum Gain shall be determined in accordance with Treasury Regulations Section section 1.704-2(i)(4); provided that a Holder shall not be subject to this provision to the extent that an exception is provided by Regulations section 1.704-2(i)(4) and any IRS revenue rulings, revenue procedures, or notices issued with respect thereto. Allocations pursuant to the previous sentence this Section 5.2(a)(ii) shall be made in proportion to the respective amounts required to be allocated to each Partner Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.2(a)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if If there is a net decrease during a Fiscal Year in the Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal YearDebt, then each Partner who has with a share of the Partner Nonrecourse Debt Minimum Gain attributable to such debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of 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 the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4)) of the Treasury Regulations. Allocations pursuant to the previous preceding sentence shall be made among the Partners in proportion to the respective amounts required to be allocated to each Partner of them pursuant theretoto such Treasury Regulation. Any special allocation of items of income and gain pursuant to this Section 5.4(b) for a Fiscal Year shall be made before any other allocation of Partnership items under this Section 5.4, except only for special allocations required under Section 5.4(a). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2)of the Treasury Regulations. This Section 5.04(b)(ii5.4(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations provisions of Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided Notwithstanding any other provision of this Article V, except Section 5.2(a), subject to the exceptions contained in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) as at the beginning of such Fiscal Year, shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4) and 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii5.2(a)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in such Section of the Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if If there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Allocation Year, determined in accordance with Treasury Regulations Section 1.704-2(i)(3), then, except as provided in Treasury Regulations Section 1.704-2(i)(4), each Partner and/or Unit Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Allocation Year (and, if necessary, subsequent Fiscal Allocation Years) in an amount equal to such Partner’s and/or Unit Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4)Gain. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be so allocated to each Partner and/or Unit Holder pursuant thereto. The items to be so allocated shall will be determined in accordance with Treasury Regulations Sections 1.704-2(i)(41.704-(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii3.3(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(42(i) and shall be interpreted consistently therewith.

Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article 5Section 5.2 except Section 5.2(d)(1)(A), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, Debt (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 Partnership income and gain for such Fiscal Year year (and, if necessary, subsequent Fiscal Yearsyears) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, Debt determined in accordance with Treasury Regulations Section 1.704-2(i)(42(i). Allocations pursuant to A Partner’s share of the previous sentence shall be made net decrease in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated Nonrecourse Debt Minimum Gain shall be determined in accordance with Treasury Regulations Sections Section 1.704-2(i)(5); provided that a Partner shall not be subject to this Section 5.2(d)(1)(B) to the extent that an exception is provided by Regulations Section 1.704-2(i)(4) and 1.704-2(j)(2)any Revenue Rulings issued thereunder. Any Partner Nonrecourse Debt Minimum Gain allocated pursuant to this Section 5.2(d)(1)(B) shall consist of first, gains recognized from the Disposition of Partnership property subject to the Partner Nonrecourse Debt, and second, if necessary, a pro rata portion of the Partnership’s other items of income or gain for that year. This Section 5.04(b)(ii5.2(d)(1)(B) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.