Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and Lessee of any losses incurred on the Cash Equivalents in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the Delivery Date, Lessee shall pay to the Indenture Trustee for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings). (b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant to this Section 18(b) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, Lessee will pay to the Indenture Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third paragraph of Section 2.02 of the Trust Indenture. (c) [Intentionally Omitted.] (d) [Intentionally Omitted.] (e) [Intentionally Omitted.] (f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account. (g) Amounts payable by Lessee pursuant to this Section 18 shall be paid to the Indenture Trustee at State Street Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. (h) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee for deposit into Subordination Agent, on behalf of the Collateral AccountOwner Trustee, an amount equal to such Losses, provided, however, that on the Delivery Date the Lessee shall pay any such Losses (net to the Indenture Trustee to the extent that the Debt Portion exceeds the amount in the Collateral Account on such date. In addition to the foregoing, if Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but in any investment earnings)event no later than the Series C Prepayment Date, an amount equal to any additional unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date, (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (C) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) hereof, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee or the Subordination Agent, not as the case may be, may otherwise direct within the United States, by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(hf) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(g) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (g), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (g), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than August 26, 1998 or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and Lessee of any losses incurred on the Cash Equivalents in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the Delivery Date, Lessee shall pay to the Indenture Trustee for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant to this Section 18(b) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, Lessee will pay to the Indenture Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third paragraph of Section 2.02 of the Trust Indenture.
(c) [Intentionally Omitted.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts payable by Lessee pursuant to this Section 18 shall be paid to the Indenture Trustee at State Street Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 LJ, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(h) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify establish and maintain in its name an account, entitled “Collateral Account of [ - ], as Trustee, for the Owner Trustee and Lessee benefit of any losses incurred on the Cash Equivalents Holders of the FBRSI Trust 200_-_ Asset-Backed Pass-Through Certificates Series 200_-_ .” On the Closing Date, the Depositor shall cause to be deposited in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt Securities identified on Schedule II and any other financial assets of such notification but, in any event, no later than the Delivery Date, Lessee shall pay to the Indenture Trustee for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings)Trust Fund.
(b) Lessee The Collateral Account shall pay be an Eligible Account. If an existing Collateral Account ceases to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if nonebe an Eligible Account, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall establish a new Collateral Account that is an Eligible Account within 30 days and transfer all funds on deposit all payments made by Lessee pursuant to this Section 18(b) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, Lessee will pay to the Indenture Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third paragraph of Section 2.02 of the Trust Indenturesuch existing Collateral Account into such new Collateral Account.
(c) [Intentionally OmittedThe Depositor, the Issuer and the Trustee hereby appoint [ - ] as “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) (the “Securities Intermediary”) with respect to the Collateral Account, and the Issuer has, pursuant to the Indenture, granted to the Trustee, for the benefit of the Securityholders, a security interest to secure all amounts due Securityholders hereunder in and to the Collateral Account and the Security Entitlements to all Financial Assets credited to the Collateral Account, including without limitation all amounts, securities, investments, Collateral Securities investment property and other property from time to time deposited in or credited to the Collateral Account and all proceeds thereof. Amounts held from time to time in the Collateral Account will continue to be held by the Securities Intermediary for the benefit of the Trustee, as collateral agent, for the benefit of the Securityholders. Upon the termination of the Issuer or the discharge of the Indenture, the Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Securities or interests therein, the Securityholders shall be deemed to have appointed [ - ] as Securities Intermediary. [ - ] hereby accepts such appointment as Securities Intermediary.]
(d) [Intentionally Omitted.]With respect to the assets credited to the Collateral Account, the Securities Intermediary agrees that:
(i) with respect to any assets that is held in deposit accounts, each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;
(ii) the sole assets permitted in the Collateral Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and
(iii) any such assets that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining the Collateral Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Trustee with respect thereto over which the Securities Intermediary or such other institution has Control;
(e) [Intentionally Omitted.]The Securities Intermediary hereby confirms that (i) the Collateral Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trustee, as collateral agent, as entitled to exercise the rights that comprise any Financial Asset credited to the Collateral Account, (ii) all the assets on deposit in the Collateral Account will be promptly credited by the Securities Intermediary to such account, and (iii) all securities or other property underlying any Financial Assets credited to the Collateral Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to the Collateral Account be registered in the name of the Depositor or the Issuer, payable to the order of the Depositor or the Issuer or specially endorsed to the Depositor or the Issuer, except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank;
(f) On the Delivery Date immediately upon transfer The Securities Intermediary hereby agrees that each item of title property (whether investment property, Financial Asset, security, instrument or cash) credited to the Aircraft Collateral Account shall be treated as a Financial Asset;
(g) If at any time the Securities Intermediary shall receive an Entitlement Order from the Trustee directing transfer or redemption of any Financial Asset relating to the Owner TrusteeCollateral Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Depositor, the Issuer or any other Person. If at any time the Trustee or the Trust Administrator notifies the Securities Intermediary in writing that the Issuer has been terminated or the Indenture discharged in accordance herewith and with the Owner Trust Agreement or the Indenture, as applicable, and the security interest granted pursuant to the Indenture has been released, then thereafter if the Securities Intermediary shall receive any order from the Depositor or the Issuer directing transfer or redemption of any Financial Asset relating to the Collateral Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Trustee or any other Person;
(h) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Collateral Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Trustee. The Financial Assets credited to the Collateral Account will transfer not be subject to Lessee deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Trustee (except that the Securities Intermediary may set-off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Collateral Account and (ii) the face amount of any checks which have been credited to the Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds);
(i) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor or the Issuer with respect to the Collateral Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;
(j) The rights and powers granted under the Indenture and herein to the Trustee have been granted in order to perfect its security interest in the Collateral Account and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by wire transfer, the bankruptcy of the Depositor or the Issuer nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in immediately available funds, cash equal to any amount then remaining effect until the security interest of the Trustee in the Collateral Account, and in such Security Entitlements, has been terminated pursuant to the terms of this Agreement and the Trustee or the Issuer, as applicable, has notified the Securities Intermediary of such termination in writing; and
(k) Notwithstanding anything else contained herein, the Depositor and the Issuer agree that the Collateral Account will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which by acceptance of its appointment as Securities Intermediary agrees substantially as follows:
(i) it will comply with Entitlement Orders related to the Collateral Account issued by the Trustee, as collateral agent, without further consent by the Depositor or the Issuer, without further consent by the Depositor;
(ii) until termination of the Issuer or discharge of the Indenture, it will not enter into any other agreement related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Trustee, as collateral agent; and
(iii) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to the applicable account.
(gl) Amounts payable Notwithstanding the foregoing, the Issuer shall have the power, revocable by Lessee pursuant the Trustee or by the Owner Trustee with the consent of the Trustee, to this Section 18 shall be paid instruct the Trustee, the Trust Administrator and the Master Servicer to make withdrawals and distributions from the Indenture Collateral Account for the purpose of permitting the Master Servicer, the Trust Administrator or the Owner Trustee at State Street Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on to carry out its respective duties hereunder or permitting the due date of such payment. All amounts payable Trustee to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on carry out its duties under the due date of such paymentIndenture.
(hm) Each of the parties hereto Depositor and the Issuer agrees thatto take or cause to be taken such further actions, for Federal income tax to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the relevant UCC or this Agreement) as may be necessary to perfect the interests created by this Section in favor of the Issuer and the Trustee and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Depositor shall:
(i) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Issuer’s and the Trustee’s security interest in the assets on deposit in the Collateral Account; and
(ii) make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following:
(A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as any change in its interest expense all interest paid corporate name or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and any trade name or its jurisdiction of organization;
(B) any change in the Owner location of its chief executive office or principal place of business; and
(C) any merger or consolidation or other change in its identity or corporate structure and promptly notify the Issuer and the Trustee of any such filings.
(iii) Neither the Depositor nor the Issuer shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its transferee, including the Trustee. Before effecting such change, each of the Depositor or the Issuer proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its transferees, including the Trustee, in the assets on deposit in the Collateral Account. In connection with the transactions contemplated by the Operative Agreements relating to the assets on deposit in the Collateral Account, each of the Depositor and the Issuer authorizes its immediate or mediate transferee, including the Trustee, to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section. None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be treated as the borrower with respect under any liability to the Secured Certificates Trustee or the Securityholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Trustee or the Securityholders which would otherwise be imposed by reason of the Securities Intermediary’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and after submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the Delivery Datevalidity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Agreement or the resignation or removal of the Securities Intermediary.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (FBR Securitization, Inc.)
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly If Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but, but in any event, event no later than the Delivery Series C Prepayment Date, an amount equal to any unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee for deposit into (A) on the Collateral Account, an amount equal first Payment Date subsequent to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (B) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) of the Original Participation Agreement, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Companyits principal office at 79 South Main Street, Salt Lake City, Utah, 84111, Attention: Corpora▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the Subordination Agent, ▇▇▇▇▇▇as the case may be, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇may otherwise direct within the United States, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(he) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(f) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (f), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (f), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than July 15, 1998, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly If Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but, but in any event, event no later than the Delivery Series C Prepayment Date, an amount equal to any unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee for deposit into (A) on the Collateral Account, an amount equal first Payment Date subsequent to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (B) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) of the Original Participation Agreement, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee or the Subordination Agent, not as the case may be, may otherwise direct within the United States, by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(he) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Certificates.
(f) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (f), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (f), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than August 27, 1998, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee Trustee, on behalf of the Owner Trustee, for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings).
(b) The Lessee shall pay to the Indenture Trustee, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date and (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant to this Section 18(b) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Indenture Trustee, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee may otherwise direct within the United States, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(h) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly If Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but, but in any event, event no later than the Delivery Series C Prepayment Date, an amount equal to any unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee for deposit into (A) on the Collateral Account, an amount equal first Payment Date subsequent to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (B) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) of the Original Participation Agreement, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Companyits principal office at 79 South Main Street, Salt Lake City, Utah, 84111, Attention: Corpora▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the Subordination Agent, ▇▇▇▇▇▇as the case may be, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇may otherwise direct within the United States, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(he) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Certificates.
(f) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (f), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (f), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than November 17, 1998, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee for deposit into Subordination Agent, on behalf of the Collateral AccountOwner Trustee, an amount equal to such Losses, provided, however, that on the Delivery Date the Lessee shall pay any such Losses (net to the Indenture Trustee to the extent that the Debt Portion exceeds the amount in the Collateral Account on such date. In addition to the foregoing, if Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but in any investment earnings)event no later than the Series C Prepayment Date, an amount equal to any additional unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date, (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (C) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) hereof, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee or the Subordination Agent, not as the case may be, may otherwise direct within the United States, by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(hf) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(g) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (g), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (g), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than July 15, 1998 or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee Trustee, on behalf of the Owner Trustee, for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earningsearnings not previously applied pursuant to this Section 17.02).
(b) The Lessee shall pay to the Indenture Trustee (or will provide for payment thereof pursuant to a permitted drawing by the Indenture Trustee under the Letter of Credit), on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date (net of any investment earnings in the Collateral Account not previously applied pursuant to this Section 17.02) and (B) on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee Date (net of any investment earnings in the Collateral Account not previously applied pursuant to this Section 18(b17.02) in a non-interest bearing account for payment to Certificate Holders (and the Indenture Trustee shall provide the Lessee prior written notice of any such amount due from the Lessee on any such Payment Date or the first Payment Delivery Date). In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on or before the Cut-Off Date and the Certificates have not been assumed by the Lessee in accordance with Section 3.05(a) hereof, the Lessee agrees to pay to the Indenture Trustee, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Street, ▇▇▇▇▇▇Baltimore, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇Maryland 21201, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee may otherwise direct within the United States, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(h) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.
Appears in 1 contract
Sources: Participation Agreement (Atlantic Coast Airlines Inc)
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and Lessee of any losses incurred on the Cash Equivalents in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the Delivery Date, Lessee shall pay to the Indenture Trustee for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant to this Section 18(b) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, Lessee will pay to the Indenture Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third paragraph of Section 2.02 of the Trust Indenture.
(c) [Intentionally Omitted.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts payable by Lessee pursuant to this Section 18 shall be paid to the Indenture Trustee at State Street Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 LH, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(h) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and Lessee of any losses incurred on the Cash Equivalents in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "LossesLOSSES"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date, the date of assumption of the Secured Certificates by Lessee, or the date of redemption of the Secured Certificates occurring pursuant to Section 2.10(c), 2.10(d) or 2.10(e) of the Trust Indenture Lessee shall pay to the Indenture Trustee for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Secured Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date and (B) on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant to this Section 18(bclause (B) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, Lessee will pay to the Indenture Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third paragraph of Section 2.02 of the Trust Indenture.
(c) [Intentionally OmittedIf the Manufacturer Delivery shall not have occurred on or prior to the Prepayment Date, Lessee agrees to pay to the Indenture Trustee, on the 15th day following the Prepayment Date, the excess, if any, of the amounts payable under Section 2.10(c) of the Trust Indenture over the amounts released from the Collateral Account under Section 2.19 of the Trust Indenture.]
(d) [Intentionally Omitted.]
If (ei) [Intentionally Omitted.]
the Manufacturer Delivery shall have occurred, (fii) On the Delivery Date immediately upon transfer of title shall not have occurred on or prior to the Aircraft Cut-Off Date and (iii) Lessee shall not have assumed the Secured Certificates by the Determination Date, Lessee agrees to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts payable by Lessee pursuant to this Section 18 shall be paid pay to the Indenture Trustee at State Street Bank and Trust CompanyTrustee, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date 15th day after the Determination Date, the excess, if any, of such payment. All the amounts payable to Lessee pursuant to this under Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(h2.10(d) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as Trust Indenture over the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on amounts released from the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.under Section 2.19
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Original Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee Trustee, on behalf of the Owner Trustee, for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings).
(b) The Lessee shall pay to the Indenture Trustee, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date and (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant to this Section 18(b) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Indenture Trustee, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Original Indenture over the amounts released from the Collateral Account under Section 2.16 of the Original Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee may otherwise direct within the United States, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(h) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and Lessee of any losses incurred on the Cash Equivalents in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the Delivery Date, Lessee shall pay to the Indenture Trustee for deposit into the Collateral Account, an amount equal to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant to this Section 18(b) in a non-interest bearing account for payment to Certificate Holders on the first Payment Date. In addition, Lessee will pay to the Indenture Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third paragraph of Section 2.02 of the Trust Indenture.
(c) [Intentionally Omitted.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts payable by Lessee pursuant to this Section 18 shall be paid to the Indenture Trustee at State Street Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 LI, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(h) Each of the parties hereto agrees that, for Federal income tax purposes, (A) Lessee shall be treated as the initial borrower with respect to the Secured Certificates and shall report as income all interest and gains on the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Date.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee for deposit into Subordination Agent, on behalf of the Collateral AccountOwner Trustee, an amount equal to such Losses, provided, however, that on the Delivery Date the Lessee shall pay any such Losses (net of any investment earnings)to the Indenture Trustee to the extent that the Debt Portion exceeds the amount in the Collateral Account on such date.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee on the Delivery Date, first Payment Date subsequent to the Lease Commencement Date interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date. The Indenture Trustee shall deposit all payments made by Lessee pursuant Lease Commencement Date to this Section 18(b) the extent such interest due is in a non-interest bearing account excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Companyits principal office at 79 South Main Street, Salt Lake City, Utah, 84111, Attention: Corpora▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the Subordination Agent, ▇▇▇▇▇▇as the case may be, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇may otherwise direct within the United States, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(he) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(f) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (f), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (f), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than September 21, 1998, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee for deposit into Subordination Agent, on behalf of the Collateral AccountOwner Trustee, an amount equal to such Losses, provided, however, that on the Delivery Date the Lessee shall pay any such Losses (net to the Indenture Trustee to the extent that the Debt Portion exceeds the amount in the Collateral Account on such date. In addition to the foregoing, if Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but in any investment earnings)event no later than the Series C Prepayment Date, an amount equal to any additional unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date, (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (C) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) hereof, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee or the Subordination Agent, not as the case may be, may otherwise direct within the United States, by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(hf) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(g) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (g), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (g), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than March 15, 1999, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly If Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but, but in any event, event no later than the Delivery Series C Prepayment Date, an amount equal to any unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee for deposit into (A) on the Collateral Account, an amount equal first Payment Date subsequent to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (B) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) of the Original Participation Agreement, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Companyits principal office at 79 South Main Street, Salt Lake City, Utah, 84111, Attention: Corpora▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the Subordination Agent, ▇▇▇▇▇▇as the case may be, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇may otherwise direct within the United States, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(he) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Certificates.
(f) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (f), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (f), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than October 22, 1998, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee for deposit into Subordination Agent, on behalf of the Collateral AccountOwner Trustee, an amount equal to such Losses, provided, however, that on the Delivery Date the Lessee shall pay any such Losses (net to the Indenture Trustee to the extent that the Debt Portion exceeds the amount in the Collateral Account on such date. In addition to the foregoing, if Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but in any investment earnings)event no later than the Series C Prepayment Date, an amount equal to any additional unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date, (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (C) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) hereof, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee or the Subordination Agent, not as the case may be, may otherwise direct within the United States, by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(hf) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(g) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (g), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (g), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than September 15, 1998, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee for deposit into Subordination Agent, on behalf of the Collateral AccountOwner Trustee, an amount equal to such Losses, provided, however, that on the Delivery Date the Lessee shall pay any such Losses (net to the Indenture Trustee to the extent that the Debt Portion exceeds the amount in the Collateral Account on such date. In addition to the foregoing, if Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but in any investment earnings)event no later than the Series C Prepayment Date, an amount equal to any additional unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date, (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (C) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) hereof, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee or the Subordination Agent, not as the case may be, may otherwise direct within the United States, by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(hf) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(g) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (g), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (g), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than September 23, 1998 or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly If Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but, but in any event, event no later than the Delivery Series C Prepayment Date, an amount equal to any unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee for deposit into (A) on the Collateral Account, an amount equal first Payment Date subsequent to such Losses (net of any investment earnings).
(b) Lessee shall pay to the Indenture Trustee on the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (B) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) of the Original Participation Agreement, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Companyits principal office at 79 South Main Street, Salt Lake City, Utah, 84111, Attention: Corpora▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the Subordination Agent, ▇▇▇▇▇▇as the case may be, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇may otherwise direct within the United States, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 L, not by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(he) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Certificates.
(f) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (f), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (f), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than September 22, 1998, or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
Appears in 1 contract
Collateral Account. (a) The Indenture Trustee shall notify the Owner Trustee and the Lessee of any losses incurred on the Cash Equivalents Specified Investments in the Collateral Account promptly upon the realization thereof, as well as any fees, commissions and other costs, Taxes (other than income taxes) and expenses, if any, incurred by the Indenture Trustee in connection with its administration of the Collateral Account (collectively, "Losses"). Promptly upon receipt of such notification but, in any event, no later than the earlier of the Delivery Date (or, if later, the last day of any investment period referred to in Section 2.14(b) of the Indenture during which the Delivery Date occurs) and the 15th day after the Cut-Off Date, the Lessee shall pay to the Indenture Trustee for deposit into Subordination Agent, on behalf of the Collateral AccountOwner Trustee, an amount equal to such Losses, provided, however, that on the Delivery Date the Lessee shall pay any such Losses (net to the Indenture Trustee to the extent that the Debt Portion exceeds the amount in the Collateral Account on such date. In addition to the foregoing, if Series C Certificates are outstanding following the Delivery Date and are required to be prepaid on the Series C Prepayment Date, the Lessee shall pay to the Subordination Agent, on behalf of the Owner Trustee, promptly upon receipt of such notification but in any investment earnings)event no later than the Series C Prepayment Date, an amount equal to any additional unreimbursed Losses.
(b) The Lessee shall pay to the Indenture Subordination Agent, on behalf of the Owner Trustee (A) on each Payment Date prior to the Delivery Date an amount equal to the aggregate amount of interest accrued on the Certificates from (and including) the Certificate Closing Date or previous Payment Date, as the case may be, to, but excluding, such Payment Date, (B) on the first Payment Date subsequent to the Delivery Date, interest accrued on the Secured Certificates from and including the last Payment Date (or, if none, the Certificate Closing Date), to, but excluding, the Delivery Date and (C) on each Payment Date after the Delivery Date but prior to the Series C Prepayment Date. The Indenture Trustee shall deposit all payments made by Lessee , interest accrued on the Series C Certificates, if any, outstanding after the Delivery Date which are required to be prepaid on such Series C Prepayment Date pursuant to this Section 18(b2.03(b) hereof, in a non-each case to the extent such interest bearing account due is in excess of any earnings on investments in the Collateral Account for payment to Certificate Holders on the first Payment Dateperiod of accrual of such interest. In addition, the Lessee will pay to the Indenture Trustee on behalf of the Owner Trustee all amounts owed by the Owner Trustee pursuant to clause (b) of the third last paragraph of Section 2.02 2.04 of the Trust Indenture.
(c) [Intentionally OmittedIf the Aircraft has not been purchased by the Owner Trustee on the Delivery Date, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the 15th day following the Cut-Off Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(d) [Intentionally OmittedIf any Series C Certificates outstanding after the Delivery Date are subject to prepayment on the Series C Prepayment Date pursuant to Section 6.02(a)(viii) of the Indenture, the Lessee agrees to pay to the Subordination Agent, on behalf of the Owner Trustee, on the Series C Prepayment Date the excess, if any, of the amounts payable under Section 6.02(b)(1) of the Indenture over the amounts released from the Collateral Account under Section 2.16 of the Indenture.]
(e) [Intentionally Omitted.]
(f) On the Delivery Date immediately upon transfer of title to the Aircraft to the Owner Trustee, the Indenture Trustee will transfer to Lessee by wire transfer, in immediately available funds, cash equal to any amount then remaining in the Collateral Account.
(g) Amounts All amounts payable by the Lessee pursuant to this Section 18 17.02 shall be paid to the Indenture Trustee or the Subordination Agent, as the case may be, at State Street Bank and Trust Company, ▇its principal office at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. 011-00-0028, Account No. ▇▇▇▇-▇▇▇-▇, Attention: Corporate Trust Department, Reference: Northwest/NW 1997 Lor as the Indenture Trustee or the Subordination Agent, not as the case may be, may otherwise direct within the United States, by wire transfer of immediately available funds in U.S. Dollars no later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment. All amounts payable to Lessee pursuant to this Section 18 shall be paid to Lessee in accordance with Schedule I hereto, not later than 10:30 a.m., New York City time, by wire transfer of immediately available funds in Dollars on the due date of such payment.
(hf) Each of Prior to the parties hereto agrees that, for Federal income tax purposes, (A) date on which the Lessee shall be treated as obligated to make any payment to the initial borrower Subordination Agent pursuant to this Section 17.02, the Subordination Agent shall deliver a written notice to the Lessee specifying the amount of such payment with respect to each series of Equipment Trust Certificates.
(g) In the Secured Certificates event that (i) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment (as defined below) shall be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate becomes liable for such portion or (ii) (x) the Lessee shall report be the subject of a voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Bankruptcy Code on a date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as income all a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate could become liable for such portion, the Subordination Agent shall be entitled to draw under the Letter of Credit an amount equal to the aggregate amount of such liability up to the Maximum Stated Amount. The Letter of Credit shall expire no earlier than the date 91 days after the later of the last Specified Shortfall Payment payable under this Section 17.02 and the last "Specified Shortfall Payment" payable under Section 17.02 of any Related Participation Agreement. In the event of any drawing under the Letter of Credit pursuant to clause (ii) of this subsection (g), the proceeds of such drawing shall be applied in accordance with the Intercreditor Agreement. For purposes of this subsection (g), "Specified Shortfall Payment" shall mean any payment by the Lessee pursuant to this Section 17.02 (i) in respect of any Losses which occur as a result of delivery of the Aircraft on a date other than October 22, 1998 or (ii) in respect of interest and gains accrued for any applicable period on any Certificate in excess of any earnings on investments in the Collateral Account and shall deduct as its interest expense all interest paid or payable to each Pass Through Trustee for this period in a manner consistent with a short-term loan to Lessee maturing on the Delivery Date, and (B) the Owner Trustee shall be treated as the borrower with respect to the Secured Certificates on and after the Delivery Datesuch period.
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