Subordination and Buffer Pool Contribution Adjustments Sample Clauses

Subordination and Buffer Pool Contribution Adjustments. [TYPE 1] Notwithstanding Paragraph 8, so long as Forest Owner is not in default or breach, Forest Owner may request that this Paragraph 9 be amended as set forth below in exchange for Forest Owner's contribution of additional CRTs to the Buffer Pool in an amount which matches the additional contribution that would have been made at the time of the execution of this Agreement and for each subsequent year thereafter had Forest Owner chosen at that time to execute a version of the project implementation agreement which would have made this Agreement automatically subordinate to subsequent deeds and mortgages, as shown in the “Additional Buffer Pool Contributions” attached hereto as Exhibit E. The contributions to the Buffer Pool as shown in Exhibit E are in addition to the Buffer Pool contributions required in the Forest Project Protocols and shall be an ongoing obligation of Forest Owner for the Term; provided, however, that the Reserve may, from time to time, decrease or increase the required additional Buffer Pool contributions if the Reserve determines, in its reasonable discretion— with the Reserve maintaining the right to determine reasonableness in its sole and absolute discretion— that the percentages as listed in Exhibit E are either too high or too low, or otherwise should be modified. So long as Forest Owner is not in default or breach, including but not limited to its contributions to the Buffer Pool, Forest Owner may request from time to time that Reserve execute the "Subordination of Restrictive Covenant and Project Implementation Agreement" in the form attached hereto as Exhibit D. Reserve's consent to execute the "Subordination of Restrictive Covenant and Project Implementation Agreement" in the form attached hereto as Exhibit D shall not be unreasonably withheld so long as Forest Owner has contributed the required additional CRTs to the Buffer Pool as described herein. Prior to the Reserve’s execution of Exhibit D, the Forest Owner shall provide an appraisal of the Property prepared by a Qualified Appraiser within the previous six months. From and after the recordation of the "Subordination of Restrictive Covenant and Project Implementation Agreement," this Paragraph 9 shall be deleted and shall be replaced in its entirety with the following new Paragraph 9: "Subordination and Buffer Pool Contribution. This Agreement shall be subordinate to any deed or mortgage on or affecting the Property that arises subsequent to the date of this Agreement....
Sample 1
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Related to Subordination and Buffer Pool Contribution Adjustments

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Member's Capital Accounts A Capital Account for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

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