Minimum Gain Chargeback. Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(2)),Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning of “partner nonrecourse debt minimum gain” set forth in Treasury Regulation Section 1.704-2(i)(2).

“Targeted Capital Account Balance” means with respect to any Partner and any taxable period an amount (which may be either a positive number of a negative number) equal to the hypothetical distribution such Partner would receive pursuant to the hypothetical distribution described below, minus the Partner’s share of Company minimum gain determined in accordance with Regulations Section 1.704-2(g))] and Partner’s share of Partner Nonrecourse Debt Minimum Gain. The hypothetical distribution to a Partner is the amount the Partner would receive by such Partner if all of the Partnership’s assets were sold for cash

Notwithstanding any other provision of this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(d)), each Member shall be specially allocated items of Company income and gain for such year in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

“Minimum Gain” means the partnership minimum gain determined pursuant to Treasury Regulation Section 1.704-2(d).

General Partner. The General Partner is [[General Partner:Organization]] or any successor general partner as provided herein.

Limited Partner. The Limited Partners hereunder and any such persons admitted to the Partnership as substituted Limited Partners.

General Partner. The General Partner shall contribute to the Partnership cash in an amount equal to one percent (1%) of the total Initial Contributions of the Partners and other property as set opposite its name on the signature page attached to this Agreement.

“Company Minimum Gain” means the amount of “partnership minimum gain” determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

Minimum Availability. Permit Availability to be less than # $1,000,000 at any time, prior to February 1, 2017, # $2,000,000 at any time between and including February 1, 2017 to February 28, 2017, and $1,000,000 at any time on or after March 1, 2017.

Minimum Amounts. Each Borrowing under this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such Borrowing may be in the aggregate amount available within the limitations set forth above) and shall be made from the several Lenders ratably in proportion to their respective Commitments.

Minimum Amounts. The aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or, if less, then the remaining amount of the assigning Lender's Revolving Credit Commitment, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such tenth (10th) Business Day; provided further that in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;

in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Advances at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

For any Plan Year during which the Plan is a Top-Heavy Plan, Company Contributions allocated to the Accounts of each Member who is not a Key Employee, but who is an Employee on the last day of such Plan Year, shall not be less than the lesser of # three percent of Wages or # the greatest allocation, expressed as a percentage of Compensation made to any Member who is a Key Employee.

in the case of an assignment of the entire remaining amount of the assigning [[Organization B:Organization]]’s Commitment and/or the Advances at the time owing to it or in the case of an assignment to a [[Organization B:Organization]] or an Affiliate of a [[Organization B:Organization]], no minimum amount need be assigned; and

Minimum Contribution. Permit the Minimum Contribution for each period of four consecutive fiscal quarters of the Parent ending on the last day of each fiscal quarter to be less than $16,000,000.

Minimum Liquid Assets. Guarantor shall maintain Total Eligible Liquidity of not less than $40,000,000.00. “Total Eligible Liquidity” means, at any particular time, the sum of Guarantor’s cash, cash equivalents (certificates of deposit and other depository accounts established at FDIC-insured banks), United States government-issued securities and other registered, unrestricted equity or debt securities which are publicly traded on a recognized United States exchange and have been approved by [[Organization C:Organization]], in its sole and absolute discretion and which, in all events, are held in Guarantor’s name and are free and clear of all Liens (as defined in the Warehouse Agreement) (except Liens in favor of [[Organization C:Organization]]), as calculated and determined as set forth in Exhibit A attached hereto.

Minimum Liquid Assets. [[Organization B:Organization]] shall maintain Total Eligible Liquidity of not less than $1,000,000.00. “Total Eligible Liquidity” means, at any particular time, the sum of [[Organization B:Organization]]’s cash, cash equivalents (certificates of deposit and other depository accounts established at FDIC-insured banks), United States government-issued securities and other registered, unrestricted equity or debt securities which are publicly traded on a recognized United States exchange and have been approved by [[Organization C:Organization]], in its sole and absolute discretion and which, in all events, are held in [[Organization B:Organization]]’s name and are free and clear of all Liens (except Liens in favor of [[Organization C:Organization]]), as calculated and determined as set forth in Exhibit E-1 attached hereto.

Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.