Capital Accounts Allocations Priority of Payments Distributions Sample Clauses

Capital Accounts Allocations Priority of Payments Distributions. 6.1. Capital Accounts. A Capital Account will be established and maintained for each Member to which will be credited the Capital Contributions made by such Member and such Member’s allocable share of Net Income (and items thereof), and from which will be deducted distributions to such Member of cash or other Company Property and such Member’s allocable share of Net Loss (and items thereof). As to the Private Owner, the initial Capital Account will correspond to that portion of the Capital Account of the Initial Member that is attributable to the Private Owner Interest acquired by the Private Owner pursuant to the Private Owner Interest Sale Agreement, together with the Private Owner WCR Account Deposit made pursuant to the Private Owner Interest Sale Agreement. A Member’s Capital Account also will be adjusted for items specially allocated to such Member under this Article VI. The Capital Accounts of the Members generally will be adjusted and maintained in accordance with Treasury Regulations § 1.704- 1(b)(2)(iv); provided, however, that such adjustments to, and maintenance of, the Capital Accounts will not adversely affect the manner in which distributions are to be made to the Members under Section 6.6.
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Capital Accounts Allocations Priority of Payments Distributions. 37 ARTICLE VII Accounting, Reporting and Taxation 42 ARTICLE VIII Restrictions on Disposition of LLC Interests 49 ARTICLE IX Dissolution and Winding-Up of the Company 53 ARTICLE X Qualified Transferees 54 ARTICLE XI Manager Liability 58 ARTICLE XII Servicing of Mortgage Loans 59 12.1 Servicing 59 12.2 Servicing Standard 62 12.3 Servicing of Mortgage Loans 64 12.4 Removal of Servicer 68 12.5 Interim Management Fee and Interim Servicing Fee; Management Fee 72 12.6 Servicing Expenses 72 12.7 Use of Mortgage Loan Proceeds. 73 12.8 Collection Account 74 12.9 Distribution Account 74 12.10 [Reserved] 74 12.11 Liquidity Account 75 12.12 Certain Servicing and Mortgage Loan Administration Decisions 75 12.13 Management and Disposition of Underlying Collateral 76 12.14 Acquisition of Underlying Collateral 76 12.15 Administration of REO Properties 77 12.16 Releases of Underlying Collateral 79 12.17 Clean-Up Call Rights. 79 12.18 Certain Transfer Obligations 80 13.1 Waiver of Rights of Partition and Dissolution 80 13.2 Entire Agreement; Other Agreements. 80 13.3 Third Party Beneficiaries 81 13.4 Expenses 81 13.5 Waivers and Amendments. 81 13.6 Notices 83 13.7 Counterparts; Facsimile Signatures. 84 13.8 Successors and Assigns 85 13.9 Compliance With Law; Severability 85 13.10 Power of Attorney 85 13.11 Governing Law 86 13.12 Jurisdiction; Venue and Service 86 13.13 Waiver of Jury Trial 88 EXHIBIT C Form of Assignment and Assumption Agreement ...........................................C-1 EXHIBIT D Form of Letter of Credit................................................................................... D-1 THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of the 1st day of April, 2010 (the “Closing Date”), by and among the Federal Deposit Insurance Corporation (in any capacity, the “FDIC”), as the Receiver defined below (including its successors and assigns hereto, the “Initial Member”), RoundPoint Ventures I, LLC, a Florida limited liability company (the “Private Owner”), and Multibank 2010-1 SFR Venture, LLC, a Delaware limited liability company (the “Company”).
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Capital Accounts Allocations Priority of Payments Distributions 
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Related to Capital Accounts Allocations Priority of Payments Distributions

  • Capital Accounts Allocations There shall be established in respect of each Holder a separate capital account in the books and records of the Up-MACRO Holding Trust in respect of the Holder's Capital Contributions to the Up-MACRO Holding Trust (each, a "Capital Account"), to which the following provisions shall apply: (a) The Capital Account of each Holder initially shall be equal to the cash contributed in exchange for its Up-MACRO Holding Shares (each, a "Capital Contribution") and, at the end of each day shall be: (i) increased by (A) an amount equal to any amounts paid with respect to Up-MACRO Holding Shares issued as part of a Paired Issuance by such Holder during such day; and (B) such Holder's interest in the Net Profit (and items thereof) of the Up-MACRO Holding Trust during such day as allocated under Section 7.2(b); and (ii) decreased by (A) any distributions made in cash by the Up-MACRO Holding Trust to such Holder on such day; (B) the fair market value of any property other than cash distributed by the Up-MACRO Holding Trust to such Holder on such day; and (C) such Holder's interest in the Net Loss (and items thereof) of the Up-MACRO Holding Trust for such day as allocated under Section 7.2(b). (b) Except pursuant to the Regulatory Allocations set forth in Section 7.3, or as otherwise provided in this Trust Agreement, Net Profit and Net Loss (and items of each) of the Up-MACRO Holding Trust shall be provisionally allocated as of the end of each day among the Holders in a manner such that the Capital Account of each Holder immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount equal to the distributions that would be made to such Holder during such fiscal year pursuant to Article 5 if (i) the Up-MACRO Holding Trust were dissolved and terminated; (ii) its affairs were wound up and each Trust Asset was sold for cash equal to its book value; (iii) all Up-MACRO Holding Trust liabilities were satisfied (limited with respect to each nonrecourse liability to the book value of the assets securing such liability); and (iv) the net assets of the Up-MACRO Holding Trust were distributed in accordance with Article 5 to the Holders immediately after giving effect to such allocation. The Depositor may, in its discretion, make such other assumptions (whether or not consistent with the above assumptions) as it deems necessary or appropriate in order to effectuate the intended economic arrangement of the Holders. Except as otherwise provided elsewhere in this Trust Agreement, if upon the dissolution and termination of the Up-MACRO Holding Trust pursuant to Section 14.1 and after all other allocations provided for in this Section 7.2 have been tentatively made as if this Section 7.2(b) were not in this Trust Agreement, a distribution to the Holders under Section 14.1 would be different from a distribution to the Holders under Article 5 then Net Profit (and items thereof) and Net Loss (and items thereof) for the fiscal year in which the Up-MACRO Holding Trust dissolves and terminates pursuant to Section 14.1 shall be allocated among the Holders in a manner such that the Capital Account of each Holder, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distribution that would be made to such Holder during such last fiscal year pursuant to Article 5. The Depositor may, in its discretion, apply the principles of this Section 7.2(b) to any fiscal year preceding the fiscal year in which the Up-MACRO Holding Trust dissolves and terminates (including through application of Section 761(e) of the Code) if delaying application of the principles of this Section 7.2(b) would likely result in distributions under Section 14.1 that are materially different from distributions under Article 5 in the fiscal year in which the Up-MACRO Holding Trust dissolves and terminates. (c) Before any distribution of property (other than cash) from the Up-MACRO Holding Trust to a Holder (including without limitation, any non-cash asset which shall be deemed distributed immediately prior to the dissolution and winding up of the Up-MACRO Holding Trust), the Capital Accounts of all Holders of the Up-MACRO Holding Trust shall be adjusted and, upon the occurrence of one or more of the other events described in Section 1.704-1(b)(2)(iv)(f) of the Regulations, may be adjusted to reflect the manner in which any unrealized income, gain, loss or deduction inherent in such property (that has not been previously reflected in the Holders' Capital Accounts) would be allocated among the Holders if there were a taxable disposition of such property by the Up-MACRO Holding Trust on the date of distribution, in accordance with Sections 1.704-1(b)(2)(iv)(f) and (g) of the Regulations. (d) In determining the amount of any liability for purposes of this Section 7.2, there shall be taken into account Section 752 of the Code and any other applicable provisions of the Code and any Regulations promulgated thereunder. (e) Notwithstanding any other provision of this Trust Agreement to the contrary, the provisions of this Section 7.2 regarding the maintenance of Capital Accounts shall be construed so as to comply with the provisions of the Code and any Regulations thereunder. The Depositor in its sole and absolute discretion and whose determination shall be binding on the Holders is hereby authorized to interpret and to modify the foregoing provisions to the extent necessary to comply with the Code and Regulations.

  • Trust Accounts Distributions Statements to Noteholders SECTION 5.1. Establishment of Trust Accounts...............................43 SECTION 5.2. Pre-Funding Period Reserve Account............................47 SECTION 5.3. Certain Reimbursements to the Servicer........................48 SECTION 5.4. Application of Collections....................................48 SECTION 5.5. Withdrawals from Series 1997-1 Spread Account.................48 SECTION 5.6. Additional Deposits...........................................49 SECTION 5.7. Distributions.................................................49 SECTION 5.8. Note Distribution Account.....................................52 SECTION 5.9. Pre-Funding Account...........................................53 SECTION 5.10. Statements to Noteholders....................................53 SECTION 5.11. Optional Deposits by the Insurer.............................54

  • Accounts Distributions (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Owners and the Note Insurer, the Accounts as provided in the Sale and Servicing Agreement. The Indenture Trustee shall deposit amounts into the Accounts in accordance with the terms hereof and the Sale and Servicing Agreement. (b) On or before the Monthly Remittance Date prior to each Payment Date, the Servicer shall withdraw from the Principal and Interest Account the amounts specified in Section 3.03(a) of the Sale and Servicing Agreement and will deliver such amount to the Indenture Trustee for deposit into the Pool I Note Account. No later than the Business Day prior to each Payment Date, to the extent funds are available in the Pool I Note Account, the Indenture Trustee shall either retain funds in the Pool I Note Account or make the withdrawals from the Pool I Note Account and deposits into the other Accounts for distribution on such Payment Date as required pursuant to Section 3.03(b) of the Sale and Servicing Agreement. (c) On each Payment Date and the Redemption Date, to the extent funds are available in the Pool I Note Account, the Indenture Trustee shall make the following distributions from the amounts on deposit in the Pool I Note Account in the following order of priority (except as otherwise provided in Section 5.4(b)): (i) to the Owners of the Notes, the Current Interest for such Payment Date; provided, that if there are not sufficient funds in the Pool I Note Account to pay the entire amount of accrued and unpaid interest then due on the Notes, the amount in the Pool I Note Account shall be applied to the payment of such interest on the Notes pro rata on the basis of the total such interest due on the Notes; and (ii) to the Owners of the Notes, the Pool I Principal Payment Amount for such Payment Date until the Pool I Note Principal Balance is reduced to zero. (d) The Indenture Trustee shall make claims in respect of the Home Equity Loans under the Note Insurance Policy pursuant to Section 7.02 of the Sale and Servicing Agreement and in accordance with the Note Insurance Policy. The Indenture Trustee shall deposit any Insured Payment received from the Note Insurer in respect of the Notes in the Pool I Note Account. All amounts received under the Note Insurance Policy in respect of the Notes shall be used solely for the payment to Owners of principal and interest on the Notes.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.