Excess Trust Cash Sample Clauses

Excess Trust Cash. (i) Within seven (7) Business Days after the Closing Date, Purchaser shall pay to Parent its good faith estimate of the Excess Trust Cash as of the Closing Date (the "Estimated Excess Trust Cash"). (ii) Within sixty (60) Business Days after Closing, Purchaser shall prepare and deliver to Parent a good faith calculation of actual Excess Trust Cash (the "Excess Trust Cash Calculation"). 7 <PAGE> (iii) After Parent's receipt of the Excess Trust Cash Calculation, the amount of Excess Trust Cash shall be finalized by utilizing the same procedures and mechanics used to finalize Working Capital pursuant to Sections 2.4(b)(iv) and (v) above (although the roles of Parent and Purchaser described therein shall be reversed for this purpose). (iv) If the Excess Trust Cash as finally determined is less than the Estimated Excess Trust Cash, then Purchaser shall submit a claim for such difference against the PPA Amount, if any, then being held pursuant to the Escrow Agreement. If the PPA Amount is insufficient to cover the amounts due under this Section 2.4(d)(iv), then the Seller Parties shall pay to Purchaser such amounts due under this Section 2.4(d)(iv) and not covered by the PPA Amount. Any payment under this Section 2.4(d)(iv) shall be made within two (2) Business Days after the claim therefor is delivered to Parent in accordance with this Section 2.4(d)(iv). (v) If the Excess Trust Cash as finally determined is more than the Estimated Excess Trust Cash, then Parent shall submit a claim to Purchaser for the amount equal to the amount by which the Excess Trust Cash is more than the Estimated Excess Trust Cash. Any payment under this Section 2.4(d)(v) shall be made within two (2) Business Days after the claim therefor is delivered to Purchaser in accordance with this Section 2.4(d)(v). (vi) During the preparation of the Excess Trust Cash Calculation and the period of any review or dispute within the contemplation of this Section 2.4(d), each of the Parties shall (i) provide the other and their authorized representatives (including their respective auditors) with reasonable access at reasonable times, and in a manner so as not to interfere in any material respect with normal business operations, to all relevant books, records, work papers, information and employees, and (ii) cooperate fully for the preparation, calculation and reviews of the Excess Trust Cash Calculation or for the resolution of any dispute relating thereto. 2.5
Sample 1
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Excess Trust Cash. (i) Within seven (7) Business Days after the Closing Date, Purchaser shall pay to Parent its good faith estimate of the Excess Trust Cash as of the Closing Date (the "Estimated Excess Trust Cash").
Sample 1

Related to Excess Trust Cash

  • Payments from Owner Trust Estate All payments to be made by the Owner Trustee under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only from the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust Estate to make such payments in accordance with the terms hereof. Wilmington Trust Company or any successor thereto, in its individual capacity, shall not be liable for any amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party.

  • Custodial Accounts; Distribution Account (a) On or prior to the Closing Date, the Master Servicer shall have caused each Servicer to establish and maintain one or more Custodial Accounts, as provided in the related Purchase and Servicing Agreement, into which all Scheduled Payments and unscheduled payments with respect to the related Mortgage Loans, net of any deductions or reimbursements permitted under the related Purchase and Servicing Agreement, shall be deposited. On each Distribution Account Deposit Date, the Servicers shall remit to the Securities Administrator for deposit into the Distribution Account, all amounts so required to be deposited into such account in accordance with the terms of the related Purchase and Servicing Agreements.

  • Initial Capital Contribution of Owner Trust Estate The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Transferor shall pay organizational expenses of the Issuer as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

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