Excess Loss Account Sample Clauses

Excess Loss Account. (a) On or before the Amendment Effective Date, MESC and MESH shall deliver to SEI an indemnity in favor of Southern, in a form reasonably satisfactory to SEI, indemnifying and holding Southern (and its Affiliates) harmless for any income taxes (including any penalties or interest determined to be due) that Southern (or its Affiliates) has to pay on any taxable income generated by MESH and MESC in any tax period (or portion thereof) after December 31, 1999 in which MESH or MESC is included in Southern's consolidated tax return in excess of the amount of Southern's excess loss account with respect to its investment in MESH at the beginning of the tax period in which such taxable income is recognized; provided that the amount of Southern's excess loss account at the beginning of the year 2000 shall be reduced by any payment made by Southern under Section 31 of this Amendment; provided further that if an obligation of Southern to pay income tax on the amount of its excess loss account with respect to its investment in MESH is triggered, then MESC and MESH will indemnify and hold Southern (and its Affiliates) harmless for any income taxes (including any penalties or interest determined to be due) Southern (or its Affiliates) has to pay on taxable income of MESH or MESC recognized on or after the triggering of such obligation except where Southern pays such income taxes, or is otherwise liable for such income taxes, pursuant to Section 28(b) of this Amendment. SEI agrees to prepare, negotiate with MESC, and attach to this Amendment as Schedule 7, prior to August 20, 2000, a form of the indemnity referred to in the immediately preceding sentence of this Section 28(a) of the Amendment that is reasonably acceptable to it. Also attached hereto as Schedule 8 is a good faith estimate by SEI of the amount of such excess loss account as of December 31, 1999, and a good faith projection of changes expected to occur in such amount through December 31, 2000, which estimate and projection will not be binding. The parties hereto acknowledge that (x) the estimates and projections set forth on Schedule 8 are subject to significant uncertainties and contingencies, many of which are beyond SEI's control, (y) no assurances can be given that the projections will be realized and (z) no representation or warranty is made as to the accuracy of the estimates and projections.
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Excess Loss Account. In the event of a Distribution, notwithstanding Section 3.01 through Section 3.03, if the amount of any excess loss account (as defined in sections 1.1502-19(a) and 1.1502-32(a)(3)(ii) of the Treasury Regulations) in the stock of Covisint or any member of the Covisint Group is required for any reason to be included in the consolidated federal taxable income of Compuware or the Compuware Group, Covisint shall pay to Compuware the amount of any Income Tax liability resulting from such inclusion (including, for purposes of clarity, any Income Tax liability resulting from the receipt of a payment under this Section 5.03) (“Excess Loss Account Tax Liability”); provided that the amount of the Excess Loss Account Tax Liability that Covisint is required to pay to Compuware pursuant to this Section 5.03 shall not exceed the aggregate amount of payments that Compuware has previously paid to Covisint for Tax Benefits recognized on account of Covisint Separate Tax Assets pursuant to Section 3.03. The computation of such Excess Loss Account Tax Liability shall be made in accordance with the computational procedures of Section 3.05.
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Excess Loss Account. In connection with the Distribution, notwithstanding Section 3.01 through Section 3.03, if the amount of any excess loss account (as defined in sections 1.1502-19(a) and 1.1502-32(a)(3)(ii) of the Treasury Regulations) in the stock of Covisint or any member of the Covisint Group is required for any reason to be included in the consolidated United States federal taxable income of Compuware or the Compuware Group, Covisint shall pay to Compuware the After-Tax Amount of any Income Tax liability resulting from such inclusion (including, for purposes of clarity, any Income Tax liability resulting from the receipt of amounts under this Section 5.03) (“Excess Loss Account Tax Liability”); provided that the amount of the Excess Loss Account Tax Liability that Covisint is required to pay to Compuware pursuant to this Section 5.03 shall not exceed the aggregate amount of payments that Compuware has previously paid to Covisint for Tax Benefits recognized on account of Covisint Separate Tax Assets pursuant to Section 3.03. The computation of such Excess Loss Account Tax Liability shall be made in accordance with the computational procedures of Section 3.05.
Sample 1
Excess Loss Account. On the date hereof there is no, and at the Effective Time there will not be any, Excess Loss Account (as such term is defined in Treasury Regulation Section 1.1502-19) with respect to the capital stock of Xxxxxxx or any of its Subsidiaries.
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Related to Excess Loss Account

  • Excess Reserve Fund Account; Distribution Account (a) The Securities Administrator shall establish and maintain the Excess Reserve Fund Account, on behalf of the Class X Certificateholders, to receive that portion of the distributions on the Class X Interest up to an amount equal to any Basis Risk Payments and to pay to the LIBOR Certificateholders any Basis Risk Carry Forward Amounts (prior to using any Net Swap Receipts). For the avoidance of doubt, any Basis Risk Carry Forward Amounts shall be paid to the LIBOR Certificates first from the Excess Reserve Fund Account and then from the Supplemental Interest Trust. On each Distribution Date on which there exists a Basis Risk Carry Forward Amount on any Class of LIBOR Certificates, the Securities Administrator shall (1) withdraw from the Distribution Account and deposit in the Excess Reserve Fund Account, as set forth in Section 4.02(a)(iii)(L), the lesser of the Class X Distributable Amount (to the extent remaining after the distributions specified in Sections 4.02(a)(iii)(A)-(K) and without regard to the reduction in clause (iii) of the definition thereof for any Basis Risk Carry Forward Amounts or any Defaulted Swap Termination Payment) and the aggregate Basis Risk Carry Forward Amount and (2) withdraw from the Excess Reserve Fund Account amounts necessary to pay to such Class or Classes of LIBOR Certificates the applicable Basis Risk Carry Forward Amounts. Such payments, along with payments from the Supplemental Interest Trust, shall be allocated to those Classes based upon the amount of Basis Risk Carry Forward Amount owed to each such Class and shall be paid in the priority set forth in Section 4.02(a)(iii)(M). In the event that the Class Certificate Balance of any Class of Certificates is reduced because of Applied Realized Loss Amounts, the applicable Certificateholders will not be entitled to receive Basis Risk Carry Forward Amounts on the written down amounts on such Distribution Date or any future Distribution Dates (except to the extent such Class Certificate Balance is increased as a result of any Subsequent Recoveries), even if funds are otherwise available for distribution. The Securities Administrator shall account for the Excess Reserve Fund Account as an asset of a grantor trust under subpart E, Part I of subchapter J of the Code and not as an asset of any Trust REMIC created pursuant to this Agreement. The beneficial owners of the Excess Reserve Fund Account are the Class X Certificateholders. Any Basis Risk Carry Forward Amounts distributed by the Securities Administrator to the LIBOR Certificateholders from the Excess Reserve Fund Account shall be accounted for by the Securities Administrator, for federal income tax purposes, as amounts paid first to the Holders of the Class X Certificates (in respect of the Class X Interest) and then to the respective Class or Classes of LIBOR Certificates. In addition, the Securities Administrator shall account for the rights of Holders of each Class of LIBOR Certificates to receive payments of Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account (along with payments of Basis Risk Carry Forward Amounts and without duplication, Upper-Tier Carry Forward Amounts from the Supplemental Interest Trust) as rights in a separate limited recourse interest rate cap contract written by the Class X Certificateholders in favor of Holders of each such Class. Notwithstanding any provision contained in this Agreement, the Securities Administrator shall not be required to make any payments from the Excess Reserve Fund Account except as expressly set forth in this Section 3.27(a).

  • Excess Collection Account Amounts allocated to the Series 2023-2 Excess Collection Account on any Series 2023-2 Deposit Date will be (w) first, deposited in the Series 2023-2 Reserve Account in an amount up to the excess, if any, of the Series 2023-2 Required Reserve Account Amount for such date over the Series 2023-2 Available Reserve Account Amount for such date, (x) second, used to pay the principal amount of other Series of Notes that are then in amortization, (y) third, released to AESOP Leasing in an amount equal to the product of (A) the Loan Agreement’s Share with respect to the AESOP I Operating Lease Loan Agreement as of such date and (B) 100% minus the Loan Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of such date and (C) the amount of any remaining funds and (z) fourth, paid to ABRCF for any use permitted by the Related Documents including to make Loans under the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available for financing thereunder; provided, however, that in the case of clauses (x), (y) and (z), that no Amortization Event, Series 2023-2 Enhancement Deficiency or AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist immediately thereafter. Upon the occurrence of an Amortization Event and once a Trust Officer has actual knowledge of the Amortization Event, funds on deposit in the Series 2023-2 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 2023-2 Collection Account and allocated as Principal Collections to reduce the Series 2023-2 Invested Amount on the immediately succeeding Distribution Date.

  • Permitted Withdrawals from the Collection Accounts and Certificate Account (a) Each Servicer may from time to time make withdrawals from the related Collection Account for the following purposes:

  • Permitted Withdrawals from the Servicer Custodial Account and Certificate Account (a) The Servicer may from time to time make withdrawals from the Servicer Custodial Account, for the following purposes:

  • Permitted Withdrawals from the Collection Account and Distribution Account (a) The Master Servicer may from time to time make withdrawals from the Collection Account for the following purposes:

  • Collection of Mortgage Loan Payments; Collection Account; Distribution Account (a) The Master Servicer shall enforce the obligation of the Servicers to collect all payments called for under the terms and provisions of the Mortgage Loans to the extent such procedures shall be consistent with the applicable Servicing Agreement and the terms and provisions of any related Required Insurance Policy.

  • Collection of Mortgage Loans; Collection Accounts; Certificate Account (a) Continuously from the date hereof until the principal and interest on all Non-Designated Mortgage Loans have been paid in full or such Non-Designated Mortgage Loans have become Liquidated Mortgage Loans, each Servicer shall proceed in accordance with Accepted Servicing Practices to collect all payments due under each of the related Non-Designated Mortgage Loans when the same shall become due and payable to the extent consistent with this Agreement and the terms and provisions of any related Mortgage Guaranty Insurance Policy and shall take special care with respect to Non-Designated Mortgage Loans for which a Servicer collects escrow payments in ascertaining and estimating Escrow Payments and all other charges that will become due and payable with respect to the Non-Designated Mortgage Loans and the related Mortgaged Properties, to the end that the installments payable by the related Mortgagors will be sufficient to pay such charges as and when they become due and payable. Consistent with the foregoing, in connection with Non-Designated Mortgage Loans which it is directly servicing, each Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Dates for payments due on a Mortgage Note for a period not greater than 180 days; provided, however, that no such Servicer can extend the maturity of any such Non-Designated Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event of any such arrangement, the related Servicer shall make Advances on the related Non-Designated Mortgage Loans in accordance with the provisions of Section 5.01 during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. No Servicer shall be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law.

  • Permitted Withdrawals from the Certificate Account and Distribution Account (a) The Master Servicer may from time to time make withdrawals from the applicable subaccount of the Certificate Account for the following purposes:

  • Permitted Withdrawals from the Collection Account The Servicer may, from time to time, withdraw funds from the Collection Account for the following purposes:

  • Collection of Mortgage Loan Payments; Certificate Account; Distribution Account (a) The Master Servicer shall make reasonable efforts in accordance with the customary and usual standards of practice of prudent mortgage servicers to collect all payments called for under the terms and provisions of the Mortgage Loans to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Required Insurance Policy. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than 180 days; provided, however, that the Master Servicer cannot extend the maturity of any such Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event of any such arrangement, the Master Servicer shall make Advances on the related Mortgage Loan in accordance with the provisions of Section 4.1 during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. The Master Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law.

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