Common use of Shared Collateral Documents Clause in Contracts

Shared Collateral Documents. (a) The New First Out Notes and the New First Out Note Guarantees: (i) are secured by the Shared Collateral (sharing on a pari passu, ratable basis with the Convertible Debentures, the AerCap Secured Obligations and any other First Priority Secured Obligations) pursuant to the terms of the Intercreditor Agreement; and (ii) have the right to receive payments from the Shared Collateral, including the proceeds of any enforcement of Shared Collateral, or any guarantees of any Series of Secured Debt (including the New First Out Note Guarantees), (i) after the payment, including the proceeds of any enforcement of Shared Collateral, of amounts due and payable in respect of the Superpriority Secured Obligations, and (ii) on a “first out” basis prior to the payment of amounts due and payable in respect of the Second Priority Secured Obligations pursuant to the terms of the Intercreditor Agreement. (b) The due and punctual payment of the interest, additional amounts, if any, principal and premium, if any, on the New First Out Notes and New First Out Note Guarantees when and as the same shall be due and payable, whether on a Payment Date, at maturity, by acceleration, repurchase, redemption, prepayment or otherwise, and interest and additional amounts, if any, on the overdue principal of and interest and additional amounts, if any, on the New First Out Notes and New First Out Note Guarantees and performance of all other Obligations of the Issuer and the Guarantors to the New First Out Notes Secured Parties under this Indenture, the New First Out Notes, the New First Out Note Guarantees, the Intercreditor Agreement, and the Shared Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Shared Collateral Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Collateral Agents, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agents hold the Shared Collateral in trust for the benefit of the New First Out Notes Secured Parties pursuant to the terms of the Shared Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a New First Out Note, consents and agrees to (A) the terms of the Shared Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Shared Collateral) and the Intercreditor Agreement as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Trustee and the Collateral Agents to enter into the Shared Collateral Documents and the Intercreditor Agreement, and (B) the appointment of UMB Bank, N.A., a national banking association, as U.S. Collateral Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian Collateral Agent under this Indenture, and authorizes and directs each of the Collateral Agents and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Shared Collateral Documents and the Intercreditor Agreement to which it is a party. The Collateral Agents shall take instructions and directions from the Trustee (acting solely pursuant to the written instructions of the Holders of a majority (or such greater percentage as shall be required by this Indenture) in aggregate principal amount of the then outstanding New First Out Notes) (or, where required to the Intercreditor Agreement, the Controlling Creditors)) pursuant to, and solely to the extent set forth in, this Indenture and the relevant Shared Collateral Document, and no implied duties and covenants shall be deemed to arise against such Collateral Agent. The Issuer and the Guarantors shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Shared Collateral Documents and will do or cause to be done all such acts and things as required by the next sentence of this ‎Section 13.01, to assure and confirm to the Collateral Agents a “first out” security interest in the Shared Collateral in accordance with the terms of the Intercreditor Agreement by the Shared Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the New First Out Notes secured thereby, according to the intent and purposes herein expressed. (c) The Obligors shall, in each case at their own expense, (A) promptly execute and deliver to the Collateral Agents such Shared Collateral Documents and take such actions to create, grant, establish, preserve and perfect the applicable Liens (subject to Permitted Collateral Liens) (including to obtain any release or termination of Liens not permitted under ‎Section 4.15 and made all necessary filings) in favor of the applicable Collateral Agent for the benefit of the Secured Parties on such assets of the Issuer or such other Obligor, as applicable, to secure the Obligations to the extent required under the applicable Shared Collateral Documents, and to ensure that such Shared Collateral shall be subject to no other Liens (other than any Permitted Collateral Liens) and (B) if reasonably requested by the Trustee or any Collateral Agent, deliver to the Trustee, for the benefit of the New First Out Notes Secured Parties (including the Collateral Agents), a customary written Opinion of Counsel to the Issuer or such other Obligor, as applicable, with respect to the matters described in clause (A) hereof, in each case within 10 Business Days after the addition of such Shared Collateral. (d) Subject to the Intercreditor Agreement, including the right of the Superpriority Secured Obligations to receive payment prior to the New First Out Notes pursuant to the terms of the Intercreditor Agreement, to the extent the Shared Collateral is not sufficient to repay the New First Out Notes and the other Secured Obligations in accordance with the terms of the Intercreditor Agreement (if applicable to such Shared Collateral), the Holders of the New First Out Notes will participate ratably with all other general creditors of Obligors based upon the respective amounts owed to each holder or creditor, in the remaining unencumbered assets of Obligors.

Shared Collateral Documents. (a) The New First Out Notes and the New First Out Note Guarantees: (i) are secured by the Shared Collateral (sharing on a pari passu, ratable basis with the Convertible Debentures, the AerCap Secured Obligations and any other First Priority Secured Obligations) pursuant to the terms of the Intercreditor Agreement; and (ii) have the right to receive payments from the Shared Collateral, including the proceeds of any enforcement of Shared Collateral, or any guarantees of any Series of Secured Debt (including the New First Out Note Guarantees), (i) after the payment, including the proceeds of any enforcement of Shared Collateral, of amounts due and payable in respect of the Superpriority Secured Obligations, and (ii) on a “first out” basis prior to the payment of amounts due and payable in respect of the Second Priority Secured Obligations pursuant to the terms of the Intercreditor Agreement. (b) The due and punctual payment of the interestprincipal of, additional amountspremium on, if any, principal and premiuminterest on, if any, on the New First Out Notes and New First Out Note Guarantees when and as the same shall be due and payable, whether on a Payment Datean interest payment date, at maturity, by acceleration, repurchase, redemption, prepayment redemption or otherwise, and interest and additional amountson the overdue principal of, premium on, if any, on the overdue principal of and interest and additional amountsinterest, if anyany (to the extent permitted by law), on the New First Out Notes and New First Out Note Guarantees and performance of all other Obligations obligations of the Issuer Company to the Holders of Notes or the Trustee under this Indenture and the Guarantors to the New First Out Notes Secured Parties under this Indenture, the New First Out Notes, the New First Out Note Guarantees, the Intercreditor Agreement, and the Shared Collateral Documents, according to the terms hereunder or thereunder, shall be are secured as provided in the Shared Collateral Documents. Each Holder of Notes, which define the terms of the Liens that secure the Obligationsby its acceptance thereof, subject to the terms of the Intercreditor Agreement. The Trustee, the Collateral Agents, the Issuer consents and the Guarantors hereby acknowledge and agree that the Collateral Agents hold the Shared Collateral in trust for the benefit of the New First Out Notes Secured Parties pursuant agrees to the terms of the Shared Collateral Documents and the Intercreditor Agreement. Each Holder(including, by accepting a New First Out Notewithout limitation, consents and agrees to (A) the terms of the Shared Collateral Documents (including the provisions providing for the possessionforeclosure, use, subordination of Liens and release and foreclosure of Shared Collateral) and as the Intercreditor Agreement as each same may be in effect or may be amended from time to time in accordance with their its terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Trustee and the Collateral Agents to enter into the Shared Collateral Documents and the Intercreditor Agreement, and (B) the appointment of UMB Bank, N.A., a national banking association, as U.S. Collateral Agent, and TMF Brasil Administração e Gestão de Ativos Ltda., as Brazilian Collateral Agent under this Indenture, and authorizes and directs each of the Collateral Agents and the Trustee to perform its respective obligations and exercise its respective rights under and in accordance with the Shared Collateral Documents and the Intercreditor Agreement to which it is a partyDocuments. The Collateral Agents shall take instructions and directions from the Trustee (acting solely pursuant to the written instructions of the Holders of a majority (or such greater percentage as shall be required by this Indenture) in aggregate principal amount of the then outstanding New First Out Notes) (or, where required to the Intercreditor Agreement, the Controlling Creditors)) pursuant to, and solely to the extent set forth in, this Indenture and the relevant Shared Collateral Document, and no implied duties and covenants shall be deemed to arise against such Collateral Agent. The Issuer and the Guarantors Company shall deliver to the Collateral Agent Trustee copies of all documents required delivered to be filed the Collateral Trustee pursuant to the Shared Collateral Documents Documents, and will shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the next sentence provisions of this ‎Section 13.01the Shared Collateral Documents, to assure and confirm to the Trustee and the Collateral Agents a “first out” Trustee the security interest in the Shared Collateral in accordance with the terms of the Intercreditor Agreement contemplated hereby, by the Shared Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the New First Out Notes secured therebyhereby, according to the intent and purposes herein expressed. (c) . The Obligors shallCompany shall take, in each case at their own expense, (A) promptly execute and deliver shall cause its Subsidiaries to take any and all actions reasonably required to cause the Collateral Agents such Shared Collateral Documents to create and take such actions to createmaintain, grantas security for the Secured Obligations of the Company hereunder, establisha valid and enforceable perfected first priority Lien in and on all the Collateral, preserve and perfect the applicable Liens (subject to Permitted Collateral Liens) (including to obtain any release or termination of Liens not permitted under ‎Section 4.15 and made all necessary filings) granted in favor of the applicable Collateral Agent Trustee for the benefit of the Secured Parties on such assets of the Issuer or such other ObligorHolders, as applicableSecured Parties, superior to secure the Obligations and prior to the extent required under the applicable Shared Collateral Documents, rights of all third Persons and to ensure that such Shared Collateral shall be subject to no other Liens (other than any Permitted Collateral Liens) and (B) if reasonably requested by the Trustee or any Collateral Agent, deliver to the Trustee, for the benefit of the New First Out Notes Secured Parties (including the Collateral Agents), a customary written Opinion of Counsel to the Issuer or such other Obligor, as applicable, with respect to the matters described in clause (A) hereof, in each case within 10 Business Days after the addition of such Shared Collateral. (d) Subject to the Intercreditor Agreement, including the right of the Superpriority Secured Obligations to receive payment prior to the New First Out Notes pursuant to the terms of the Intercreditor Agreement; provided that, to the extent the that any Shared Collateral is Document expressly states that any actions necessary to perfect such security interests are not sufficient required to repay the New First Out Notes and the other Secured Obligations in accordance with the terms of the Intercreditor Agreement (if applicable to be taken, no such Shared Collateral), the Holders of the New First Out Notes actions will participate ratably with all other general creditors of Obligors based upon the respective amounts owed to each holder or creditor, in the remaining unencumbered assets of Obligorsbe necessary.