Member Minimum Gain Charge-Back Sample Clauses

Member Minimum Gain Charge-Back. Notwithstanding any other provision of this Article 7 except Section 7.3(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with 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 Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 7.3(b) is intended to comply with the minimum gain charge-back requirement in Section 1.705-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

Member Minimum Gain Charge-Back. If during a taxable year there is a net decrease in Member minimum gain, any Member with a share of that Member minimum gain (“partner minimum gain” as determined under Section 1.704-2(i)(5) of the Regulations) as of the beginning of that taxable year must be allocated items of income and gain for that taxable year (and, if necessary, for succeeding taxable years) equal to that Member’s share of the net decrease in the Company’s minimum gain. A Member’s share of the net decrease in Member minimum gain is determined in a manner consistent with the provisions of Section 1.704-2(g)(2) of the Regulations. A Member is not subject to this Member minimum gain charge-back, however, to the extent the net decrease in Member minimum gain arises because the liability ceases to be Member non-recourse liability due to a conversion, refinancing, or other change in the debt instrument that causes it to become partially or wholly a Company non-recourse liability. The amount that would otherwise be subject to the Member minimum gain charge-back is added to the Member’s share of Company minimum gain. In addition, rules consistent with those applicable to Company minimum gain shall be applied to determine the shares of Member minimum gain and the Member minimum gain charge-back to the extent provided under the Regulations issued pursuant to Section 704(b) of the Code.