of the Intercreditor Agreement. The property of the Trust includes or will include certain Equipment Notes and all rights of the Trust and the Trustee, on behalf of the Trust, to receive any payments under the Intercreditor Agreement or the Liquidity Facility (the "Trust Property"). Each issue of the Equipment Notes is or will be secured by, among other things, a security interest in certain Aircraft owned by the Company. The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on each May 18 and November 18 (a "Regular Distribution Date"), commencing on May 18, 2001, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular Distribution Date, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Special Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date and no interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and ...
of the Intercreditor Agreement. The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance, Special Termination Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider.
of the Intercreditor Agreement. If any amounts shall be drawn pursuant to a Non-Extension Advance and, within 30 days thereafter, the Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Advance, the Liquidity Provider may, by written notice to the Borrower, agree to reinstate the Liquidity Facility on the terms of the existing Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event the Liquidity Provider shall reimburse the Borrower for any costs actually incurred by or on behalf of the Borrower in drawing pursuant to the Non-Extension Advance and funding the Class A-2 Cash Collateral Account or otherwise in connection with the Non-Extension Advance.
of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Downgrade Advance, interest on the principal amount of any such Downgrade Advance as provided in Section 3.7. Immediately upon the withdrawal of any amounts from the Class B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay the Downgrade Advance in a principal amount equal to the amount of such reduction, plus interest on the principal amount repaid as provided in Section 3.7.
of the Intercreditor Agreement. The undersigned hereby agrees that it is a party to the Intercreditor Agreement and is therefore bound by, and subject to, the terms of the Intercreditor Agreement, and that it is a "Secured Creditor" under, and as defined, therein. The undersigned certifies that on or about the date hereof it is the holder of the following Secured Obligations: [describe Secured Obligations] The address and facsimile number for notices to the undersigned pursuant to the Intercreditor Agreement is as follows: [set forth address and facsimile number for notices] Very truly yours, [CREDITOR] By ------------------------------- Name: Title: EXHIBIT III FORM OF JOINDER AGREEMENT (ADDITIONAL CREDIT PARTY) Reference is made to that certain Amended and Restated Intercreditor and Collateral Agency Agreement (the "Intercreditor Agreement"), dated as of May 20, 2005, by and among the Secured Creditors, Northwest Pipe Company and certain of its affiliates identified therein as "Credit Parties" and you as Collateral Agent. All capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Intercreditor Agreement. This agreement is a Joinder Agreement (Additional Credit Party) referred to in Section 8.2 of the Intercreditor Agreement. The undersigned hereby agrees that it is a party to the Intercreditor Agreement and is therefore bound by, and subject to, the terms of the Intercreditor Agreement, and that it is a "Credit Party" under, and as defined, therein. The address and facsimile number for notices to the undersigned pursuant to the Intercreditor Agreement is as follows: [set forth address and facsimile number for notices] Very truly yours, [ADDITIONAL GUARANTOR] By ------------------------------- Name: Title: EXHIBIT IV Notice Information for Noteholders ALLSTATE LIFE INSURANCE COMPANY Private Placements Division 3000 Xxxxxxx Xxxx, Suite G5D Northbrook, Illinois 60062-7127 Attention: Dxxxx X. Xxxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 With a copy to: Allstate Life Insurance Company Private Placements Division 3000 Xxxxxxx Xxxx, Suite G5D Northbrook, Illinois 60062-7127 Attention: Mxxxxxx X. Xxxxxx Phone: (000) 000-0000 Fax: (000) 000-0000
of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by an amount equal to the amount of such Interest Advance so repaid, but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing or (y) a Final Advance, a Downgrade Advance, a Non-Extension Advance or a Special Termination Advance shall have occurred.
of the Intercreditor Agreement. Section 1(a) of the Intercreditor Agreement is hereby amended by:
of the Intercreditor Agreement. For purposes of the application of this definition in respect of any amendment or waiver of any provision of Section 2.7 of the Facility Agreement, the sum of the (a) aggregate capital outstanding under the Securitization Facility and (b) aggregate unused purchase commitments under the Securitization Facility shall be counted in the determination of "Required Lenders".
of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.7; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.6(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.1 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.7 and 2.9 hereof, immediately upon the withdrawal of any amounts from the Class B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the amount of such reduction, plus interest on the principal amount prepaid as provided in Section 3.7 hereof.
of the Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of each Borrower as specified in the Intercreditor Agreement.
