Pool Assets Sample Clauses

Pool Assets. The Company (i) will ensure that the Appraised Value of the Pool Assets shall satisfy the Collateral Coverage Test (based upon the most recent Appraisal delivered to the Administrative Agent and the Banks pursuant to the provisions of Section 5.8), and (ii) will not convey, sell, lease, transfer or otherwise dispose of, whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a disposal for purposes of this covenant), or remove or substitute, any Pool Asset (or any engine included in the Pool Assets unless such engine is replaced by another working engine or engines of comparable value, assuming half-time condition) or agree to do any of the foregoing in respect of the Pool Assets at any future time, except that: (a) so long as no Event of Default exists, the Company may replace a Pool Asset with another asset of the Company (and Schedule II shall be modified to reflect such replacement), provided that (A) such replacement shall be made on at least a dollar-for-dollar basis based upon (x) in the case of the asset being removed from the Pool Assets, the Appraised Value of such Pool Asset (as determined by the most recently delivered Appraisal with respect to such Pool Asset) and (y) in the case of the asset being added to the Pool Assets, the Appraised Value of such asset (as determined by an Appraisal performed at the time of such replacement), and (B) prior to effecting the replacement, the Company shall have delivered an Officer's Certificate to the Administrative Agent certifying compliance with this Section 5.12 and attaching to such certificate the Appraisal required by Section 5.8; (b) so long as no Event of Default exists or would result therefrom, the Company may remove an asset from the Pool Assets (and Schedule II shall be modified to reflect such removal), provided that (A) after giving effect to such removal, the Appraised Value of the remaining Pool Assets (as determined by an Appraisal of all Pool Assets performed at the time of such removal) shall satisfy the Collateral Coverage Test, and (B) prior to effecting the removal, the Company shall have delivered an Officer's Certificate to the Administrative Agent certifying that, and providing calculations demonstrating that, after giving effect to such removal, the Appraised Value of the Pool Assets shall satisfy the Collateral Coverage Test, and otherwise certifying compliance wi...
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Pool Assets. Each of the Pool Assets (i) qualifies as an Eligible Pool Asset, (ii) is not subject to a Lien other than a Permitted Lien, and (iii) other than as specifically noted on Schedule 7.1(x) attached hereto, is owned by a Borrower or a Guarantor.
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Pool Assets. Each of the Servicer and the Borrower shall perform all of its obligations under the Pool Assets and under the related agreements, to the same extent as if the Pool Assets had not been pledged to the Agent under the Security Agreement, and the exercise by the Agent or its designee of its rights under the Transaction Documents shall not relieve the Servicer, Aspen, the Transferor or the Borrower from such obligations.
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Pool Assets. Pacific Routes flown pursuant to the following route authorities (or otherwise), including, without limitation, any Pacific Route designated in the most recent Appraisal Report delivered to the Administrative Agent: Blanket Open Skies Authority Certificate Route 840 Order 2007-4-27 Docket OST-2007-27790 Indefinite U.S.-Japan and beyond with intermediates (now flown with open skies authority) Certificate Route 129 Order 98-6-22OST 98-3441 Indefinite(Subject to continuing effect under APA;renewal filed 12/20/2002) U.S.-China (named U.S. gateways to named points in China, via Japan) Certificate Route 378 Order 99-2-8OST 97-3177 Indefinite(Subject to continuing effect under APA; renewal filed 8/1/2003) Detroit-Beijingadded as Segment2 Certificate Route 378 Order 2001-12-8 Docket OST-95-969 Indefinite(Subject to continuing effect under APA; renewal filed 6/5/2006) Detroit-Shanghai added as Segment 3 Certificate Route 378 Order 2007-12-26OST-2007-28567 Indefinite(Subject to continuing effect under APA; renewal filed 4/20/09) Atlanta-Shanghai Certificate Route 875 Orders 2007-9-25 and 2007-12-26 OST-2007-28567 Indefinite(Subject to continuing effect under APA; renewal filed 5/1/09) U.S.-ChinaAll-cargo with open intermediates and beyond Certificate Route 828 Order 2005-3-40OST-04-19077 Indefinite(Subject to continuing effect under APA; renewal filed 4/20/09) U.S.-China Combination (Atlanta-Shanghai) Frequency Allocation Order 94-5-16 (1 freq);Order 95-2-30 (5 freq);DOT-OST-1999-6323 NOAT 7/31/17 (1 freq) None U.S.-China Combination (Detroit-Beijing) Frequency Allocation DOT-OST-2010-0285NOAT 11/24/10 (5 freq)NOAT 8/22/12 (2 freq) None U.S.-China Combination (Detroit-Shanghai) Frequency Allocation Order 2007-12-26,OST-2007-28567 None U.S.-China Combination(Los Angeles-Shanghai) Frequency Allocation DOT-OST-2015-0005NOAT 1/16/15 None U.S.-China Combination(Seattle-Beijing) Frequency Allocation Order 2004-7-23,OST-2004-18469 None U.S.-China Combination (Seattle-Shanghai) Frequency Allocation XXX-XXX-0000-0000XXXX 00/00/00 Xxxx X.X.-(Xxxxx)-Xxxx Xxxx Combination Frequency Allocation Order 2009-1-8,OST-2008-0162 None #90786605v3 This Compliance Certificate (this “Certificate”) is delivered pursuant to Section 5.01(c) of that certain CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of April 19, 2018, among DELTA AIR LINES, INC., a Delaware corporation (the “Borrower”), e...
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Pool Assets. None of Northwest’s aircraft that are subject to the Airline Services Agreement are “Pool Assets” (as such term is defined in the Credit Agreement).
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Pool Assets. The Seller or Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrator for the Administrator's authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrator's security interest (for the benefit of the Purchasers in the Pool Assets as a first-priority interest. The Administrator's approval of such filings shall authorize the Seller or Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrator where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, neither the Seller, the Servicer, nor any Originator, shall have any authority to file a termination, partial termination, release, partial release or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrator, on behalf of the Purchasers. SCHEDULE I CREDIT AND COLLECTION POLICY [to be inserted] SCHEDULE II LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS Lock-Box Bank Lock-Box(es) Account Schedule II-1 SCHEDULE III TRADE NAMES Organizational Name Trade Names / Fictitious Names York Receivables Funding LLC None ANNEX A TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT INITIAL INFORMATION PACKAGE [to be inserted] ANNEX B TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT FORM OF PURCHASE NOTICE May 12, 2004 The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as Administrator and as a Purchaser Agent 1251 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000-0000 The Bank of Nova Scotia, as a Purchaser Agent Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is hereby made to the Amended and Restated Receivables Purchase Agreement, dated as of May 17, 2004, (as heretofore amended, amended and restated, supplemented or otherwise modified, the "Receivables Purchase Agreement"), among York Receivables Funding LLC ("Seller "), York International Corporation, as Servicer, Gotham Funding Corporation, Liberty Street Funding Corp., The Bank of Nova Scotia, the various other Purchaser Groups from time to time a party thereto and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, (the "Administrator"). Capitalized terms used in this Purchase Notice and not other...
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Pool Assets 
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Related to Pool Assets

  • Trust Property 9.1 The aggregate proceeds of all Units issued from time to time after deducting Duties and Charges, Transactions Costs and any applicable Sales Load , shall constitute part of the Trust Property and includes the Investment and all income, profit and other benefits arising therefrom and all cash, bank balances and other assets and property of every description for the time being held or deemed to be held upon trust by the Trustee for the benefit of the Unit Holder(s) pursuant to this Deed but does not include any amount payable to the Unit Holders as distribution. However any profit earned on the amount payable to the Unit Holders as distribution shall become part of the Trust Property. 9.2 The income earned on the investments of pre IPO Investors upto the start of IPO may be paid to such investors either in cash or issue additional units for an amount equal to the income earned, as selected by such investors. 9.3 Bank accounts for the Fund shall always be in the name of the Trustee. 9.4 The Trust Property shall initially be constituted out of the proceeds received from investors till the time of Public Offering (PO) after deducting any applicable Duties and Charges, Transactions Costs and Front-end Loads therefrom. 9.5 All expenses incurred by the Trustee in effecting the registerable Investments in its name shall be payable out of the Trust Property. 9.6 Except as specifically provided in this Trust Deed, the Trust Property shall always be kept as separate property free from any mortgages, charges, liens or any other encumbrances whatsoever and the Trustee or the Custodian shall not, except for the purpose of the Scheme as directed by the Management Company, create or purport to create any mortgages, charges, liens or any other encumbrance whatsoever to secure any loan, guarantee or any other obligation actual or contingent incurred assumed or undertaken by the Trustee or the Custodian or any other person.

  • Real Estate Collateral In the event that following the Issue Date, any Grantor shall acquire any fee simple ownership interest in any parcel of Real Property (except to the extent subject to a Lien permitted by clauses (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of “Permitted Liens” in the Indenture to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Secured Obligations) with a Fair Market Value in excess of $5,000,000 as of the date of acquisition (a “Specified Real Property”), such Grantor shall provide a Mortgage in favor of the Collateral Agent in such Specified Real Property within 120 days following the date of acquisition thereof. In the event that any Permitted Additional Pari Passu Obligations are incurred following the date any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may be reasonably required to amend each then existing Mortgage in order to ensure that such Permitted Additional Pari Passu Obligations are secured by such Mortgage. In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 3, the related Grantors will provide (a) an Opinion of Counsel stating that such Mortgage creates an enforceable Lien on the applicable Specified Real Property in favor of the Collateral Agent or, if applicable, the relevant Additional Pari Passu Agent, to secure the Secured Obligations, subject to the assumptions and qualifications specified therein, and (b) UCC-1 fixture filings relating to such Specified Real Property filed in the appropriate filing office.

  • Financial Assets It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial asset) delivered to the Financial Institution under the Indenture to the Collateral Account and treat each item of property as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); and

  • Conveyance of Mortgage Pool Assets; Security Interest Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's right, title and interest in and to the Mortgage Pool Assets, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Assets, then (a) this Agreement shall be deemed to be a security agreement; (b) the Conveyance provided for in this Section 2.04 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to secure all of the Company's obligations hereunder, a security interest in all of the Company's right, title, and interest, whether now owned or hereafter acquired, in and to: (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, Cooperative Leases, Security Agreements, Assignments of Proprietary Lease, and Recognition Agreements, all Substitute Mortgage Loans and all distributions with respect to the Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date; (ii) the Certificate Account, the Investment Account and all money or other property held therein, and the Custodial Accounts for P&I, the Custodial Accounts for Reserves and any Buydown Fund Account (to the extent of the amounts on deposit or other property therein attributable to the Mortgage Loans); and (iii) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool; (II) All rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (I) above (including any accrued discount realized on liquidation of any investment purchased at a discount); (III) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals, and investment property consisting of, arising from or relating to any of the foregoing; and (IV) All proceeds of the foregoing; (c) the possession by the Trust of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313 and 9-314 thereof) as in force in the relevant jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trust, as applicable, for the purpose of perfecting such security interest under applicable law. The Company shall file such financing statements, and the Company and the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Conveyed Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Trust shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction.

  • General Assets All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

  • Sale of Trust Assets (a) [Reserved]. (b) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

  • Trust Assets To the extent permitted by applicable Laws and in accordance with the Serviced Corporate Trust Contracts for Serviced Appointments, Xxxxx Bank hereby appoints the Bank Assets Purchaser and Xxxxx Trust Company hereby appoints the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) as custodial agent to receive, hold, deposit, invest and transfer Trust Assets related to the Serviced Appointments of the Xxxxx Bank and Xxxxx Trust Company, respectively. The Trust Assets shall be transferred after the Closing in accordance with the terms of the applicable Serviced Corporate Trust Contract. Each Purchaser represents and warrants to the applicable Seller that the accounts to which the Trust Assets will be transferred satisfy all eligible accounts requirements under the terms of the applicable Serviced Corporate Trust Contract and applicable Law.

  • Material Assets The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.

  • Security Interests in Collateral To secure their Obligations under this Agreement and the other Loan Documents, the Loan Parties shall grant to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a first-priority security interest in all of the Collateral pursuant to the Security Documents.

  • Cap Collateral Reserved.

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