Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph. (b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 4 contracts
Sources: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Escrow Agreement, the Escrow Policy Provider Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Underwriting Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Funding Notice relating to one or more Equipment Notes. After receipt of a Delivery Funding Notice and in any case no later than one Business Day prior to a Delivery Funding Date as to which such Delivery Funding Notice relates (the "“Applicable Delivery Funding Date"”) (or, if the Issuance Date is an Applicable Delivery Funding Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Funding Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Funding Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Funding Notice; provided that, if the Issuance Date is an Applicable Delivery Funding Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Funding Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Funding Notice (the "“Applicable Participation Agreement"”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Funding Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f1(d) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Funding Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Funding Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Funding Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Funding Date in accordance with the terms of the Deposit Agreement.
Appears in 4 contracts
Sources: Pass Through Trust Agreement (Jetblue Airways Corp), Pass Through Trust Agreement (Jetblue Airways Corp), Pass Through Trust Agreement (Jetblue Airways Corp)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 2 contracts
Sources: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) authorized and directed to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Delayed Funding Implementation Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) authorized, subject to the respective terms thereof, to perform its obligations thereunder. Upon the request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall shall, execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, forth in Schedule II A to the Certificate Purchase Agreement Agreement, and evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereofhereof and subject to the Delayed Funding Implementation Agreement, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee (but in any case no later than one Business Day prior to the date on which the Trustee must instruct the Escrow Agent as described below) a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date or Funding Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of such Deposit or Deposits Deposits, in an aggregate amount equal in the aggregate to the purchase price of such the Equipment Notes relating to the Aircraft to be delivered on such Applicable Delivery Date, to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section Sections 1 and 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e1(d) or 2(f1(e) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 2 contracts
Sources: Pass Through Trust Agreement (Ata Holdings Corp), Pass Through Trust Agreement (Ata Holdings Corp)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The On or prior to the Issuance Date of the Certificates, the Trustee is hereby directed (i) to shall execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance DateAgreement, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunderCompany. Upon the oral or written request of the Company or the Company's counsel acting on behalf of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall shall, execute, deliver, authenticate, issue deliver and sell authenticate Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the Trust, in Schedule II A to the Certificate Purchase Agreement Agreement, and evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment NotesAircraft. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery DateAPPLICABLE DELIVERY DATE") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of such Deposit or Deposits Deposits, in an aggregate amount equal in the aggregate to the purchase price of such the Equipment Notes relating to the Aircraft to be delivered on such Applicable Delivery Date, to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided PROVIDED that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section Sections 1 and 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation AgreementAPPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e1(d) or 2(f1(e) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 2 contracts
Sources: Pass Through Trust Agreement (Amtran Inc), Pass Through Trust Agreement (Amtran Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 87 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the Note Purchase Agreement Financing Agreements on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Initial Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the TrustCertificates, in Schedule II to 26 -19- the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase AgreementFinancing Agreements. On the Issuance Date, the Trustee shall purchase, pursuant to the terms and conditions of the Financing Agreements, the Equipment Notes (other than the Postponed Notes) contemplated to be purchased by the Trustee under the Financing Agreements at a purchase price equal to the consideration so received for the Certificates (less the aggregate amount of any Escrowed Funds). Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after prior to the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the The Trustee shall (as and when specified in postpone the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms purchase of the Escrow Agreement Postponed Notes from the consideration received from the sale of Certificates and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits shall promptly deposit funds in an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes (the "Escrowed Funds") into an escrow account (the "Escrow Account") with the Trustee to or on behalf be maintained as a part of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as Trust. The portion of Escrowed Funds so deposited with respect to any particular Postponed Notes shall be described invested by the Trustee at the direction and risk of the Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to such Postponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the Delivery Notice; provided thatnext Business Day, or (iii) if the Company has given notice to the Trustee that such Postponed Notes will not be issued, maturing on the next applicable Special Distribution Date, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificatesinvestments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) satisfaction or 2(f) waiver of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase applicable Financing Agreement and on or prior to the Applicable Participation AgreementCut-off Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and Escrowed Funds withdrawn from the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates)Account. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Postponed Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, (including any earnings thereon) shall be re-deposited reinvested by the Trustee at the direction and risk of the Company in Specified Investments maturing as provided in the preceding paragraph. The Company shall pay to the Trustee for deposit to the Escrow Account an amount equal to any losses on such Specified Investments as incurred. On the initial Regular Distribution Date, the Company will pay (in immediately available funds) to the Trustee an amount equal to (i) the sum of (A) the interest that would have accrued, at a rate equal to the interest rate applicable to the Certificates, on any Postponed Notes purchased on or prior to the Cut-Off Date if such Postponed Notes had been issued on the Issuance Date, from and including the Issuance Date to but excluding the date of such purchase, and (B) the interest that would have accrued, at a rate equal to the interest rate applicable to the Certificates, on any Postponed Notes not purchased on or prior to the Cut-Off Date (other than any Postponed Notes for which a Special Distribution Date specified in either of the two immediately succeeding paragraphs has occurred on or prior to the initial Regular Distribution Date) if such Postponed Notes had been issued on the Issuance Date, from and including the Issuance Date to but excluding the initial Regular Distribution Date, minus (ii) the earnings on Specified Investments received (with respect to the portion of the Escrow Funds deposited with respect to the Postponed Notes described in sub-clauses (A) and (B) of clause (i) of this paragraph) by the Trustee from and including the Issuance Date to but excluding the initial Regular Distribution Date. If the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on or prior to the Cut-off Date for any reason, on the next Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to the Postponed Notes designated in such notice (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to (A) the interest that would have accrued, on the Postponed Notes designated in such notice, at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date 28 -21- occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes designated in such notice) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice (together with the Depositary on earnings described in clause (i)(B) of this paragraph above) plus the Applicable Delivery Date amount paid by the Company pursuant to clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Date, an amount equal to less than all of the Deposit Agreementinitial Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to all of the Postponed Notes that have not been purchased on or prior to the Cut-off Date (other than any Postponed Notes referred to in the immediately preceding paragraph) (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to (A) the interest that would have accrued on Postponed Notes originally contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes described in this paragraph) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the 29 -22- initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds (together with the earnings described in clause (i)(B) of this paragraph above) and the amount paid by the Company pursuant to the clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the Note Purchase Agreement Financing Agreements on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunderCompany. Upon oral or written request of the Company or the Company's counsel acting on behalf of the Company and the satisfaction or waiver of the closing conditions specified in each of the Certificate Purchase AgreementFinancing Agreements, the Trustee shall execute, deliver, authenticate, issue deliver and sell authenticate Certificates in authorized denominations equaling equalling in the aggregate the aggregate principal amount set forthof the Equipment Notes to be purchased by the Trustee pursuant to each of the Financing Agreements on the Transfer Date, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement and evidencing the entire ownership interest in the Trust. The Trustee shall issue and sell such Certificates, which in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equals equal to the maximum aggregate principal amount purchase price of such Equipment Notes which may be purchased by and, concurrently therewith, the Trustee shall purchase, pursuant to the Note Purchase Agreementterms and conditions of the Financing Agreements, the Equipment Notes at a purchase price equal to the amount of such consideration so received. Except as provided in Sections 3.04, 3.05, 3.06, 3.04 and 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Subsection (a) are subject to the provisions of Subsection (b) below.
(b) On If on or after prior to the Issuance Date, Date the Company may shall deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall postpone the purchase of such Postponed Notes and shall deposit into an escrow account (the "Escrow Account") to be maintained as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms part of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in Trust an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes to or on behalf (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Trustee at the written direction of the Owner Trustee Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to the Postponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the Companynext Business Day, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, or (iii) if the Issuance Date is an Applicable Delivery DateCompany has given notice to the Trustee that any Postponed Notes will not be issued, such purchase price shall be paid from a with respect to the portion of the proceeds of Escrowed Funds relating to such Postponed Notes, maturing on the sale of the Certificatesnext applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase Agreement and applicable Financing Agreements on or prior to the Applicable Participation Agreementrelated Cut-off Transfer Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and Escrowed Funds withdrawn from the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates)Account. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Postponed Notes. Amounts withdrawn The Trustee shall hold all Specified Investments until the maturity thereof and will not sell or otherwise transfer Specified Investments. If Specified Investments held in an Escrow Account mature prior to any applicable Transfer Date, any proceeds received on the maturity of such Specified Investments (other than any earnings thereon) shall be reinvested by the Trustee at the written direction of the Company in Specified Investments maturing as provided in the preceding paragraph. Any earnings on Specified Investments received from time to time by the Trustee shall be promptly distributed to the Company. The Company shall pay to the Trustee for deposit to the Escrow Account an amount equal to any losses on such Deposit or Deposits Specified Investments as incurred. On the Initial Regular Distribution Date, the Company will pay (in excess immediately available funds) to the Trustee an amount equal to the interest that would have accrued on any Postponed Notes, if any, purchased after the Issuance Date if such Postponed Notes had been purchased on the Issuance Date, from the Issuance Date to, but not including, the date of the purchase price of such Postponed Notes by the Equipment Notes or Trustee. If the Company notifies the Trustee prior to the extent Cut-off Transfer Date that any Postponed Notes will not applied be issued on or prior to the Cut-off Transfer Date for any reason, on the Applicable Delivery next Special Distribution Date occurring more than 20 days following the date of such notice (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes designated in such notice at a rate equal to the interest rate applicable to the Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase price of the Equipment Notes, shall be re-deposited Postponed Notes designated in such notice and the amount paid by the Trustee with Company pursuant to the Depositary on immediately preceding clause (i) to the Applicable Delivery Date related Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Transfer Date, an amount equal to less than all of the Deposit AgreementEscrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the next Special Distribution Date occurring more than 20 days following the Cut-off Transfer Date (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on such Postponed Notes contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the amount paid by the Company pursuant to the immediately preceding clause (i) to such Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (Atlantic Coast Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Unless otherwise specified in the related Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance DateDate of the Certificates of a class, each in the form delivered to the Trustee by the Company Company, and (ii) is hereby directed to and shall, subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Note Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue deliver and sell authenticate such Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of the Equipment Notes which may to be purchased by the Trustee pursuant to the Note Purchase Agreement on the Transfer Date, and evidencing the entire ownership interest in the related Trust. The Trustee shall issue and sell such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt by the Trustee of consideration in an amount equal to the aggregate principal amount of such Equipment Notes and, concurrently therewith, the Trustee shall purchase, pursuant to the terms and conditions of the Note Purchase Agreement, the Equipment Notes at a purchase price equal to the amount of such consideration so received. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 3.04 and 3.10 hereof3.07, the Trustee shall not execute, authenticate or deliver Certificates in excess of any
(a) The provisions of this Section 2.02(a) are subject to the aggregate amount specified in this paragraphprovisions of Section 2.02(b) below.
(b) On or after prior to the Issuance DateDate with respect to a class of Certificates, the Company may deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt , which Postponement Notice may be given by the Company only if one or more conditions to the purchase of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), Postponed Notes by the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal not have been satisfied or waived pursuant to the Depositary requesting (A) Note Purchase Agreement. The Trustee shall postpone the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms purchase of the Escrow Agreement and Postponed Notes from the Deposit Agreement and (B) consideration received from the payment of all, or a portion, sale of such Deposit or Deposits Certificates and shall promptly deposit funds in an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes (the "Escrowed Funds") into an escrow account (the "Escrow Account") with the Trustee to or on behalf be maintained as a part of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as related Trust. The Escrowed Funds so deposited shall be described invested by the Trustee at the direction and risk of, and for the benefit of, the Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to the Delivery Notice; provided thatPostponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Issuance Date is an Applicable Delivery DateCompany has given notice to the Trustee that any Postponed Notes shall not be issued or be available for purchase, such purchase price shall be paid from a with respect to the portion of the proceeds of Escrowed Funds relating to such Postponed Notes, maturing on the sale of the Certificatesnext applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) satisfaction or 2(f) waiver of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase Agreement and on or prior to the Applicable Participation AgreementCut-off Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and Escrowed Funds withdrawn from the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates)Account. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Postponed Notes. Amounts withdrawn from such Deposit The Trustee shall hold all Specified Investments until the maturity thereof and shall not sell or Deposits otherwise transfer Specified Investments. If Specified Investments held in excess of the purchase price of the Equipment Notes or an Escrow Account mature prior to the extent not applied any applicable Transfer Date, any proceeds received on the Applicable Delivery Date to the purchase price maturity of the Equipment Notes, such Specified Investments (other than any earnings thereon) shall be re-deposited reinvested by the Trustee with at the Depositary direction and risk of, and for the benefit of, the Company in Specified Investments maturing as provided in the preceding paragraph. On the Initial Regular Distribution Date in respect of the Certificates of any class, the Company shall pay (in immediately available funds) to the Trustee an amount equal to (i) the sum of (A) the interest that would have accrued on any Postponed Notes purchased on or prior to the Initial Regular Distribution Date if such Postponed Notes had been purchased on the Applicable Delivery Issuance Date, from and including the Issuance Date to but excluding the date of such purchase and (B) the interest that would have accrued on any Postponed Notes not purchased on or prior to the Initial Regular Distribution Date (other than any Postponed Notes for which a Special Distribution Date specified in the next paragraph has occurred on or prior to the Initial Regular Distribution Date) if such Postponed Notes had been purchased on the Issuance Date, from and including the Issuance Date to but excluding the Initial Regular Distribution Date, minus (ii) the earnings on Specified Investments received by the Trustee from and including the later of the Issuance Date or the date preceding the Initial Regular Distribution Date on which an amount has been paid pursuant to the next paragraph to but excluding the Initial Regular Distribution Date. On the second Regular Distribution Date, the Company shall pay (in immediately available funds) to the Trustee an amount equal to (i) the interest that would have accrued on any Postponed Notes purchased after the Initial Regular Distribution Date and on or prior to the Cut-off Date if such Postponed Notes had been purchased on the Initial Regular Distribution Date, from and including the Initial Regular Distribution Date to but excluding the date of such purchase, minus (ii) the earnings on Specified Investments received by the Trustee from and including the later of the Initial Regular Distribution Date or the date preceding the second Regular Distribution Date on which an amount has been paid pursuant to either of the next two paragraphs to but excluding the second Regular Distribution Date. The Company shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to any losses on such Specified Investments as incurred. If, in respect of the Certificates of any class, the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes shall not be issued or be available for purchase on or prior to the Cut-off Date for any reason, on the next Special Distribution Date for such Certificates occurring more than 20 days following the date of such notice (i) the Company shall pay to the Trustee for deposit in the related Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes designated in such notice at a rate equal to the interest rate applicable to such Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the Initial Regular Distribution Date) or the Initial Regular Distribution Date (if such Special Distribution Date occurs after the Initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice plus the amount paid by the Company pursuant to the preceding clause (i) to the related Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Date, an amount equal to less than all of the Deposit AgreementEscrowed Funds (other than Escrowed Funds referred to in the preceding paragraph) has been used to purchase Postponed Notes, on the next Special Distribution Date occurring more than 20 days following the Cut-off Date (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes originally contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from and including the Initial Regular Distribution Date to but excluding such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the amount paid by the Company pursuant to the preceding clause (i) to such Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (United Air Lines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the Note Purchase Agreement Financing Agreements on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Initial Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the TrustCertificates, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase AgreementFinancing Agreements. On the Issuance Date, the Trustee shall purchase, pursuant to the terms and conditions of the Financing Agreements, the Equipment Notes (other than the Postponed Notes) contemplated to be purchased by the Trustee under the Financing Agreements at a purchase price equal to the consideration so received for the Certificates (less the aggregate amount of any Escrowed Funds). Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after prior to the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the The Trustee shall (as and when specified in postpone the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms purchase of the Escrow Agreement Postponed Notes from the consideration received from the sale of Certificates and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits shall promptly deposit funds in an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes (the "Escrowed Funds") into an escrow account (the "Escrow Account") with the Trustee to or on behalf be maintained as a part of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as Trust. The portion of Escrowed Funds so deposited with respect to any particular Postponed Notes shall be described invested by the Trustee at 24 the direction and risk of the Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to such Postponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the Delivery Notice; provided thatnext Business Day, or (iii) if the Company has given notice to the Trustee that such Postponed Notes will not be issued, maturing on the next applicable Special Distribution Date, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificatesinvestments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) satisfaction or 2(f) waiver of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase applicable Financing Agreement and on or prior to the Applicable Participation AgreementCut-off Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and Escrowed Funds withdrawn from the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates)Account. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Postponed Notes. Amounts withdrawn from such Deposit The Trustee shall hold all Specified Investments until the maturity thereof and will not sell or Deposits otherwise transfer Specified Investments. If Specified Investments held in excess of the purchase price of the Equipment Notes or an Escrow Account mature prior to the extent not applied any applicable Transfer Date, any proceeds received on the Applicable Delivery Date to the purchase price maturity of the Equipment Notes, such Specified Investments (including any earnings thereon) shall be re-deposited reinvested by the Trustee at the direction and risk of the Company in Specified Investments maturing as provided in the preceding paragraph. The Company shall pay to the Trustee for deposit to the Escrow Account an amount equal to any losses on such Specified Investments as incurred. If the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on or prior to the Cut-off Date for any reason, on the next Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to the Postponed Notes designated in such notice (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to (A) the interest that would have accrued, on the Postponed Notes designated in such notice, at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes designated in such notice) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice (together with the Depositary on earnings described in clause (i)(B) of this paragraph above) plus the Applicable Delivery Date amount paid by the Company pursuant to clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Date, an amount equal to less than all of the Deposit Agreementinitial Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to all of the Postponed Notes that have not been purchased on or prior to the Cut-off Date (other than any Postponed Notes referred to in the immediately preceding paragraph) (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to (A) the interest that would have accrued on Postponed Notes originally contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes described in this paragraph) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the 26 initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds (together with the earnings described in clause (i)(B) of this paragraph above) and the amount paid by the Company pursuant to the clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the 237 -17- proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the Note Purchase Agreement Financing Agreements on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Initial Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the TrustCertificates, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase AgreementFinancing Agreements. On the Issuance Date, the Trustee shall purchase, pursuant to the terms and conditions of the Financing Agreements, the Equipment Notes (other than the Postponed Notes) contemplated to be purchased by the Trustee under the Financing Agreements at a purchase price equal to the consideration so received for the Certificates (less the aggregate amount of any Escrowed Funds). Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after prior to the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the The Trustee shall (as and when specified in postpone the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms purchase of the Escrow Agreement Postponed Notes from the consideration received from the sale of Certificates and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits shall promptly deposit funds in an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes (the "Escrowed Funds") into an escrow account (the "Escrow Account") with the Trustee to or on behalf be maintained as a part of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as Trust. The portion of Escrowed Funds so deposited with respect to any particular Postponed Notes shall be described invested by the Trustee at the direction and risk of the Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to such Postponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the Delivery Notice; provided thatnext Business Day, or (iii) if the 26 Company has given notice to the Trustee that such Postponed Notes will not be issued, maturing on the next applicable Special Distribution Date, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificatesinvestments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) satisfaction or 2(f) waiver of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase applicable Financing Agreement and on or prior to the Applicable Participation AgreementCut-off Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and Escrowed Funds withdrawn from the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates)Account. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Postponed Notes. Amounts withdrawn from such Deposit The Trustee shall hold all Specified Investments until the maturity thereof and will not sell or Deposits otherwise transfer Specified Investments. If Specified Investments held in excess of the purchase price of the Equipment Notes or an Escrow Account mature prior to the extent not applied any applicable Transfer Date, any proceeds received on the Applicable Delivery Date to the purchase price maturity of the Equipment Notes, such Specified Investments (including any earnings thereon) shall be re-deposited reinvested by the Trustee at the direction and risk of the Company in Specified Investments maturing as provided in the preceding paragraph. The Company shall pay to the Trustee for deposit to the Escrow Account an amount equal to any losses on such Specified Investments as incurred. On the initial Regular Distribution Date, the Company will pay (in immediately available funds) to the Trustee an amount equal to (i) the sum of (A) the interest that would have accrued, at a rate equal to the interest rate applicable to the Certificates, on any Postponed Notes purchased on or prior to the Cut-Off Date if such Postponed Notes had been issued on the Issuance Date, from and including the Issuance Date to but excluding the date of such purchase, and (B) the interest that would have accrued, at a rate equal to the interest rate applicable to the Certificates, on any Postponed Notes not purchased on or prior to the Cut-Off Date (other than any Postponed Notes for which a Special Distribution Date specified in either of the two immediately succeeding paragraphs has occurred on or prior to the initial Regular Distribution Date) if such Postponed Notes had been issued on the Issuance Date, from and including the Issuance Date to but excluding the initial Regular Distribution Date, minus (ii) the earnings on Specified Investments received (with respect to the portion of the Escrow Funds deposited with respect to the Postponed Notes described in sub-clauses (A) and (B) of clause (i) of this paragraph) by the 27 Trustee from and including the Issuance Date to but excluding the initial Regular Distribution Date. If the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on or prior to the Cut-off Date for any reason, on the next Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to the Postponed Notes designated in such notice (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to (A) the interest that would have accrued, on the Postponed Notes designated in such notice, at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes designated in such notice) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice (together with the Depositary on earnings described in clause (i)(B) of this paragraph above) plus the Applicable Delivery Date amount paid by the Company pursuant to clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Date, an amount equal to less than all of the Deposit Agreementinitial Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to all of the Postponed Notes that have not been purchased on or prior to the Cut-off Date (other than any Postponed Notes referred to in the immediately preceding paragraph) (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in 28 immediately available funds, an amount equal to (A) the interest that would have accrued on Postponed Notes originally contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes described in this paragraph) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds (together with the earnings described in clause (i)(B) of this paragraph above) and the amount paid by the Company pursuant to the clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed to (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon the request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall shall, execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II A to the Certificate Purchase Agreement Agreement, and evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of such Deposit or Deposits Deposits, in an aggregate amount equal in the aggregate to the purchase price of such the Equipment Notes relating to the Aircraft to be delivered on such Applicable Delivery Date, to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section Sections 1 and 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e1(d) or 2(f1(e) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Sources: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed to (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon the request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall shall, execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II A to the Certificate Purchase Agreement Agreement, and evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of such Deposit or Deposits Deposits, in an aggregate amount equal in the aggregate to the purchase price of such the Equipment Notes relating to the Aircraft to be delivered on such Applicable Delivery Date, to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section Sections 1 and 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e1(d) or 2(f1(e) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-re- deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Unless otherwise specified in the related Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreementif any, the Escrow Agreement and the related Note Purchase Agreement Agreements on or prior to the Issuance DateDate of the Certificates of a series, each in the form delivered to the Trustee by the Company Company, and (ii) is hereby directed to and shall, subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate related Note Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue deliver and sell authenticate such Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of the Equipment Notes which may to be purchased by the Trustee pursuant to the Note Purchase AgreementAgreement on the Transfer Date, and evidencing the entire ownership interest in the related Trust. Except The Trustee shall issue and sell such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as provided to result in Sections 3.04the receipt by the Trustee of consideration in an amount equal to the aggregate principal amount of such Equipment Notes and, 3.05, 3.06, 3.07 and 3.10 hereofconcurrently therewith, the Trustee shall not executepurchase, authenticate or deliver Certificates in excess pursuant to the terms and conditions of the aggregate Note Purchase Agreement, the Equipment Notes (except Postponed Notes, if any) at a purchase price equal to the amount specified in of such
(a) The provisions of this paragraphSection 2.02(a) are subject to the provisions of Section 2.02(b) below.
(b) On If on or after prior to the Issuance DateDate with respect to a series of Certificates, the Company may shall deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in postpone the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms purchase of the Escrow Agreement and Postponed Notes from the Deposit Agreement and (B) consideration received from the payment of all, or a portion, sale of such Deposit or Deposits Certificates and shall promptly deposit funds in an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes (the "Escrowed Funds") into an escrow account (the "Escrow Account") with the Trustee to or on behalf be maintained as a part of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as related Trust. The Escrowed Funds so deposited shall be described invested by the Trustee at the direction and risk of, and for the benefit of, the Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to the Delivery Notice; provided thatPostponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Issuance Date is an Applicable Delivery DateCompany has given notice to the Trustee that any Postponed Notes shall not be issued or be available for purchase, such purchase price shall be paid from a with respect to the portion of the proceeds of Escrowed Funds relating to such Postponed Notes, maturing on the sale of the Certificatesnext applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) satisfaction or 2(f) waiver of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase Agreement and on or prior to the Applicable Participation AgreementCut-off Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the Escrowed Funds withdrawn from the Escrow Account. The Trustee shall hold all Specified Investments until the maturity thereof and shall not sell or otherwise transfer Specified Investments. If Specified Investments held in an Escrow Account mature prior to any applicable Transfer Date, any proceeds received on the maturity of such Specified Investments (other than any earnings thereon) shall be reinvested by the Trustee at the direction and risk of, and for the benefit of, the Company in Specified Investments maturing as provided in the preceding paragraph. On the Initial Regular Distribution Date in respect of the withdrawals Certificates of one any series, the Company shall pay (in immediately available funds) to the Trustee an amount equal to (i) the sum of (A) the interest that would have accrued on any Postponed Notes purchased on or more Deposits made prior to the Initial Regular Distribution Date if such Postponed Notes had been purchased on the Applicable Delivery Issuance Date, from and including the Issuance Date to but excluding the date of such purchase and (B) the interest that would have accrued on any Postponed Notes not purchased on or prior to the Initial Regular Distribution Date (other than any Postponed Notes for which a Special Distribution Date specified in the next paragraph has occurred on or prior to the Initial Regular Distribution Date) if such Postponed Notes had been purchased on the Issuance Date, from and including the Issuance Date to but excluding the Initial Regular Distribution Date, minus (ii) the earnings on Specified Investments received by the Trustee from and including the later of the Issuance Date or the date preceding the Initial Regular Distribution Date on which an amount has been paid pursuant to the next paragraph to but excluding the Initial Regular Distribution Date. On the second Regular Distribution Date, the Company shall pay (in immediately available funds) to the Trustee an amount equal to (i) the interest that would have accrued on any Postponed Notes purchased after the Initial Regular Distribution Date and on or prior to the Cut-off Date if such Postponed Notes had been purchased on the Initial Regular Distribution Date, from and including the Initial Regular Distribution Date to but excluding the date of such purchase, minus (ii) the earnings on Specified Investments received by the Trustee from and including the later of the Initial Regular Distribution Date or the date preceding the second Regular Distribution Date on which an amount has been paid pursuant to either of the next two paragraphs to but excluding the second Regular Distribution Date. The Company shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to any losses on such Specified Investments as incurred. If, in respect of the Certificates of any series, the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes shall not be issued or be available for purchase on or prior to the Cut-off Date for any reason, on the next Special Distribution Date for such Certificates occurring more than 20 days following the date of such notice (i) the Company shall pay to the Trustee for deposit in the related Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes designated in such notice at a rate equal to the interest rate applicable to such Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the Initial Regular Distribution Date) or the Initial Regular Distribution Date (if such Special Distribution Date occurs after the Initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice plus the amount paid by the Company pursuant to the preceding clause (i) to the related Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Date, an amount equal to less than all of the Deposit Agreement Escrowed Funds (other than Escrowed Funds referred to in the preceding paragraph) has been used to purchase Postponed Notes, on the next Special Distribution Date occurring more than 20 days following the Cut-off Date (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes originally contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from and including the Initial Regular Distribution Date to but excluding such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the Escrow Agreement amount paid by the Company pursuant to the preceding clause (or, if the Issuance Date is the Applicable Delivery Date with respect i) to such Applicable Participation Agreement, from Special Payments Account for distribution as a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date Special Payment in accordance with the terms of the Deposit Agreementprovisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (United Air Lines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and the Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Notice relating to one or more Equipment Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificates. The Trustee shall (as and when specified in such Delivery Notice), subject to the conditions set forth in Section 2 of the Note Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the conditions specified in the Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement.
Appears in 1 contract
Sources: Pass Through Trust Agreement (America West Airlines Inc)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the Note Purchase Agreement Financing Agreements on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Initial Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the TrustCertificates, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the Note Purchase AgreementFinancing Agreements. On the Issuance Date, the Trustee shall purchase, pursuant to the terms and conditions of the Financing Agreements, the Equipment Notes (other than the Postponed Notes) contemplated to be purchased by the Trustee under the Financing Agreements at a purchase price equal to the consideration so received for the Certificates (less the aggregate amount of any Escrowed Funds). Except as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof, the Trustee shall not execute, authenticate or deliver Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after prior to the Issuance Date, the Company may deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the The Trustee shall (as and when specified in postpone the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms purchase of the Escrow Agreement Postponed Notes from the consideration received from the sale of Certificates and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits shall promptly deposit funds in an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes (the "Escrowed Funds") into an escrow account (the "Escrow Account") with the Trustee to or on behalf be maintained as a part of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as Trust. The portion of Escrowed Funds so deposited with respect to any particular Postponed Notes shall be described invested by the Trustee at the direction and risk of the Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to such Postponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the Delivery Notice; provided thatnext Business Day, or (iii) if the Company has given notice to the Trustee that such Postponed Notes will not be issued, maturing on the next applicable Special Distribution Date, if the Issuance Date is an Applicable Delivery Date, such purchase price shall be paid from a portion of the proceeds of the sale of the Certificatesinvestments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) satisfaction or 2(f) waiver of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase applicable Financing Agreement and on or prior to the Applicable Participation AgreementCut-off Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Delivery Date in accordance with the terms of the Deposit Agreement and Escrowed Funds withdrawn from the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Certificates)Account. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Postponed Notes. Amounts withdrawn from such Deposit The Trustee shall hold all Specified Investments until the maturity thereof and will not sell or Deposits otherwise transfer Specified Investments. If Specified Investments held in excess of the purchase price of the Equipment Notes or an Escrow Account mature prior to the extent not applied any applicable Transfer Date, any proceeds received on the Applicable Delivery Date to the purchase price maturity of the Equipment Notes, such Specified Investments (including any earnings thereon) shall be re-deposited reinvested by the Trustee at the direction and risk of the Company in Specified Investments maturing as provided in the preceding paragraph. The Company shall pay to the Trustee for deposit to the Escrow Account an amount equal to any losses on such Specified Investments as incurred. On the initial Regular Distribution Date, the Company will pay (in immediately available funds) to the Trustee an amount equal to (i) the sum of (A) the interest that would have accrued, at a rate equal to the interest rate applicable to the Certificates, on any Postponed Notes purchased on or prior to the Cut-Off Date if such Postponed Notes had been issued on the Issuance Date, from and including the Issuance Date to but excluding the date of such purchase, and (B) the interest that would have accrued, at a rate equal to the interest rate applicable to the Certificates, on any Postponed Notes not purchased on or prior to the Cut-Off Date (other than any Postponed Notes for which a Special Distribution Date specified in either of the two immediately succeeding paragraphs has occurred on or prior to the initial Regular Distribution Date) if such Postponed Notes had been issued on the Issuance Date, from and including the Issuance Date to but excluding the initial Regular Distribution Date, minus (ii) the earnings on Specified Investments received (with respect to the portion of the Escrow Funds deposited with respect to the Postponed Notes described in sub-clauses (A) and (B) of clause (i) of this paragraph) by the Trustee from and including the Issuance Date to but excluding the initial Regular Distribution Date. If the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on or prior to the Cut-off Date for any reason, on the next Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to the Postponed Notes designated in such notice (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to (A) the interest that would have accrued, on the Postponed Notes designated in such notice, at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes designated in such notice) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice (together with the Depositary on earnings described in clause (i)(B) of this paragraph above) plus the Applicable Delivery Date amount paid by the Company pursuant to clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Date, an amount equal to less than all of the Deposit Agreementinitial Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been used to purchase Postponed Notes, on the Special Distribution Date established pursuant to Section 4.02(c) for the distribution to the Certificateholders of Escrowed Funds with respect to all of the Postponed Notes that have not been purchased on or prior to the Cut-off Date (other than any Postponed Notes referred to in the immediately preceding paragraph) (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to (A) the interest that would have accrued on Postponed Notes originally contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date, minus (B) the earnings on Specified Investments received (with respect to the portion of the Escrowed Funds deposited with respect to the Postponed Notes described in this paragraph) by the Trustee from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the initial Regular Distribution Date) or the initial Regular Distribution Date (if such Special Distribution Date occurs after the initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds (together with the earnings described in clause (i)(B) of this paragraph above) and the amount paid by the Company pursuant to the clause (i) of this paragraph to the Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Issuance of Certificates; Acquisition of Equipment Notes. (a) The Unless otherwise specified in the related Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Registration Rights Agreementif any, the Escrow Agreement and the related Note Purchase Agreement Agreements on or prior to the Issuance DateDate of the Certificates of a series, each in the form delivered to the Trustee by the Company Company, and (ii) is hereby directed to and shall, subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Certificate related Note Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue deliver and sell authenticate such Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Trust, in Schedule II to the Certificate Purchase Agreement evidencing the entire ownership interest in the Trust, which amount equals the maximum aggregate principal amount of the Equipment Notes which may to be purchased by the Trustee pursuant to the Note Purchase Agreement on the Transfer Date, and evidencing the entire ownership interest in the related Trust. The Trustee shall issue and sell such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt by the Trustee of consideration in an amount equal to the aggregate principal amount of such Equipment Notes and, concurrently therewith, the Trustee shall purchase, pursuant to the terms and conditions of the Note Purchase Agreement, the Equipment Notes (except Postponed Notes, if any) at a purchase price equal to the amount of such consideration so received. Except as provided in Sections 3.04, 3.05, 3.06, 3.07 3.04 and 3.10 hereof3.07, the Trustee shall not execute, authenticate or deliver Certificates of any series in excess of the aggregate amount specified in this paragraphSection 2.02(a). The provisions of this Section 2.02(a) are subject to the provisions of Section 2.02(b) below.
(b) On If on or after prior to the Issuance DateDate with respect to a series of Certificates, the Company may shall deliver from time to time to the Trustee a Delivery Postponement Notice relating to one or more Equipment Postponed Notes. After receipt of a Delivery Notice and in any case no later than one Business Day prior to a Delivery Date as to which such Delivery Notice relates (the "Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery Date, on the Issuance Date), the Trustee shall (as and when specified in postpone the Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Delivery Date in accordance with and to the extent permitted by the terms purchase of the Escrow Agreement and Postponed Notes from the Deposit Agreement and (B) consideration received from the payment of all, or a portion, sale of such Deposit or Deposits Certificates and shall promptly deposit funds in an amount equal in the aggregate to the purchase price of such Equipment Postponed Notes (the "Escrowed Funds") into an escrow account (the "Escrow Account") with the Trustee to or on behalf be maintained as a part of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as related Trust. The Escrowed Funds so deposited shall be described invested by the Trustee at the direction and risk of, and for the benefit of, the Company in Specified Investments (i) maturing no later than any scheduled Transfer Date relating to the Delivery Notice; provided thatPostponed Notes or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Issuance Date is an Applicable Delivery DateCompany has given notice to the Trustee that any Postponed Notes shall not be issued or be available for purchase, such purchase price shall be paid from a with respect to the portion of the proceeds of Escrowed Funds relating to such Postponed Notes, maturing on the sale of the Certificatesnext applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall (make withdrawals from the Escrow Account only as and when specified provided in such Delivery Notice), subject to the conditions set forth in Section 2 this Agreement. Upon request of the Note Purchase Agreement, enter into Company on one or more occasions and perform its obligations under the Participation Agreement specified in such Delivery Notice (the "Applicable Participation Agreement") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee receives a notice of postponement pursuant to Section 2(e) satisfaction or 2(f) waiver of the Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or 22 -17- Deposits on such Applicable Delivery Date. Upon satisfaction of the closing conditions specified in the Note Purchase Agreement and on or prior to the Applicable Participation AgreementCut-off Date, the Trustee shall purchase the applicable Equipment Postponed Notes with the Escrowed Funds withdrawn from the Escrow Account. The Trustee shall hold all Specified Investments until the maturity thereof and shall not sell or otherwise transfer Specified Investments. If Specified Investments held in an Escrow Account mature prior to any applicable Transfer Date, any proceeds received on the maturity of such Specified Investments (other than any earnings thereon) shall be reinvested by the Trustee at the direction and risk of, and for the benefit of, the Company in Specified Investments maturing as provided in the preceding paragraph. On the Initial Regular Distribution Date in respect of the withdrawals Certificates of one any series, the Company shall pay (in immediately available funds) to the Trustee an amount equal to (i) the sum of (A) the interest that would have accrued on any Postponed Notes purchased on or more Deposits made prior to the Initial Regular Distribution Date if such Postponed Notes had been purchased on the Applicable Delivery Issuance Date, from and including the Issuance Date to but excluding the date of such purchase and (B) the interest that would have accrued on any Postponed Notes not purchased on or prior to the Initial Regular Distribution Date (other than any Postponed Notes for which a Special Distribution Date specified in the next paragraph has occurred on or prior to the Initial Regular Distribution Date) if such Postponed Notes had been purchased on the Issuance Date, from and including the Issuance Date to but excluding the Initial Regular Distribution Date, minus (ii) the earnings on Specified Investments received by the Trustee from and including the later of the Issuance Date or the date preceding the Initial Regular Distribution Date on which an amount has been paid pursuant to the next paragraph to but excluding the Initial Regular Distribution Date. On the second Regular Distribution Date, the Company shall pay (in immediately available funds) to the Trustee an amount equal to (i) the interest that would have accrued on any Postponed Notes purchased after the Initial Regular Distribution Date and on or prior to the Cut-off Date if such Postponed Notes had been purchased on the Initial Regular Distribution Date, from and including the Initial Regular Distribution Date to but excluding the date of such purchase, minus (ii) the earnings on Specified Investments received by the Trustee from and including the later of the Initial Regular Distribution Date or the date preceding the second Regular Distribution Date on which an amount has been paid pursuant to either of the next two paragraphs to but excluding the second Regular Distribution Date. The Company shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to any losses on such Specified Investments as incurred. If, in respect of the Certificates of any series, the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes shall not be issued or be available for purchase on or prior to the Cut-off Date for any reason, on the next Special Distribution Date for such Certificates occurring more than 20 days following the date of such notice (i) the Company shall pay to the Trustee for deposit in the related Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes designated in such notice at a rate equal to the interest rate applicable to such Certificates from and including the Issuance Date (if such Special Distribution Date shall occur on or prior to the Initial Regular Distribution Date) or the Initial Regular Distribution Date (if such Special Distribution Date occurs after the Initial Regular Distribution Date) to but excluding such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice plus the amount paid by the Company pursuant to the preceding clause (i) to the related Special Payments Account for distribution as a Special Payment in accordance with the terms provisions hereof. If, on the Cut-off Date, an amount equal to less than all of the Deposit Agreement Escrowed Funds (other than Escrowed Funds referred to in the preceding paragraph) has been used to purchase Postponed Notes, on the next Special Distribution Date occurring more than 20 days following the Cut-off Date (i) the Company shall pay to the Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to the interest that would have accrued on the Postponed Notes originally contemplated to be purchased with such unused Escrowed Funds (other than Escrowed Funds referred to in the preceding paragraph) but not so purchased at a rate equal to the interest rate applicable to the Certificates from and including the Initial Regular Distribution Date to but excluding such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the Escrow Agreement amount paid by the Company pursuant to the preceding clause (or, if the Issuance Date is the Applicable Delivery Date with respect i) to such Applicable Participation Agreement, from Special Payments Account for distribution as a portion of the proceeds of the sale of the Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Delivery Date Special Payment in accordance with the terms of the Deposit Agreementprovisions hereof.
Appears in 1 contract
Sources: Pass Through Trust Agreement (United Air Lines Inc)