Grant of Security Interest — First Lien. To secure the First Lien Secured Obligations, the undersigned Grantor hereby assigns and pledges to the First Lien Security Trustee for its benefit and the benefit of the other First Lien Secured Parties and hereby grants to the First Lien Security Trustee for its benefit and the benefit of the other First Lien Secured Parties a first priority security interest in, all of its right, title and interest in and to the following (collectively, the “Supplementary Collateral”): (a) all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Parts of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of an Airframe or Engine arising from the total or partial loss or destruction of such Airframe or its Engine or its total or partial confiscation, condemnation or requisition (b) all of such Grantor’s right, title and interest in and to all Leases to which such Grantor is or may from time to time be party with respect to the Pool Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned Leases”), including without limitation (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Assigned Leases, (iii) claims of such Grantor for damages arising out of or for breach or default under such Assigned Leases, (iv) all rights under any such Assigned Lease with respect to any subleases of the Pool Aircraft subject to such Assigned Lease and (v) the right of such Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in equity (the “Lease Collateral”); (c) all of the following (the “Security Collateral”): (i) the Pledged Stock identified on the attached Annex II and the certificates representing such Pledged Stock, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Stock; (ii) all additional shares of the capital stock of any other Grantor other than ILFC or an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the capital stock of any other Grantor that may be formed from time to time, and all certificates, if any, representing such additional shares of the capital stock and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional shares; and (d) all of the following (the “Beneficial Interest Collateral”): (i) the Pledged Beneficial Interest identified on the attached Annex II, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in such Pledged Beneficial Interest, any contracts and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Beneficial Interest; and (ii) all of such Grantor’s right, title and interest in all additional beneficial interests in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the beneficial interests in any other Grantor that may be formed from time to time, and all certificates, if any, from time to time representing such additional beneficial interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional beneficial interests;
Appears in 2 contracts
Samples: Credit Agreement (International Lease Finance Corp), Credit Agreement (International Lease Finance Corp)
Grant of Security Interest — First Lien. To secure the First Lien Secured Obligations, the undersigned each Grantor hereby assigns and pledges to the First Lien Security Trustee Trustee, for its benefit and the benefit of the other First Lien Secured Parties Parties, and hereby grants to the First Lien Security Trustee for its benefit and the benefit of the other First Lien Secured Parties a first priority security interest in, all of its such Grantor’s right, title and interest in and to the following (collectively, the “Supplementary Collateral”):
(a) with respect to each Grantor, all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Parts of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of an Airframe or Engine arising from the total or partial loss or destruction of such Airframe or its Engine or its total or partial confiscation, condemnation or requisition;
(b) with respect to each Grantor, all of such Grantor’s right, title and interest in and to all Leases to which such Grantor is or may from time to time be party with respect to the Pool Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned Leases”), including including, without limitation limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Assigned Leases, (iii) claims of such Grantor for damages arising out of or for breach or default under such Assigned Leases, (iv) all rights under any such Assigned Lease with respect to any subleases of the Pool Aircraft subject to such Assigned Lease and (v) the right of such Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in equity (the “Lease Collateral”);
(c) with respect to each Grantor, all of the following (the “Security Collateral”):
(i) the Pledged Stock identified on the attached Annex II and the certificates representing such Pledged Stock, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such the Pledged Stock;
(ii) all additional shares of the capital stock of any other Grantor other than ILFC or an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the capital stock of any other Grantor that may be formed from time to time, and all certificates, if any, representing such additional shares of the capital stock and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional shares; and
(d) with respect to each Grantor, all of the following (the “Beneficial Interest Collateral”):
(i) the Pledged Beneficial Interest identified on the attached Annex IIInterest, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in such the Pledged Beneficial Interest, any contracts and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such the Pledged Beneficial Interest; and
(ii) all of such Grantor’s right, title and interest in all additional beneficial interests in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the beneficial interests in any other Grantor that may be formed from time to time, and all certificates, if any, from time to time representing such additional beneficial interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional beneficial interests;
(e) with respect to each Grantor, all of the following (the “Membership Interest Collateral”):
(i) the Pledged Membership Interests, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in the Pledged Membership Interests, any contracts and instruments pursuant to which any such Pledged Membership Interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interests; and
(ii) all of such Grantor’s right, title and interest in all additional membership interests in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the membership interests in any other Grantor that may be formed from time to time, and all certificates, if any, from time to time representing such additional membership interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional membership interests;
(i) with respect to each Grantor, all right of such Grantor in and to each Blocked Account and all funds or other property at any time or from time to time credited to any Blocked Account and (ii) with respect to each Grantor other than ILFC or an Initial Intermediate Lessee (provided, however, that such Initial Intermediate Lessee shall comply with Section 2.11(a) of the Credit Agreement), all right of such Grantor in and to each account at any time or from time to time established in its name and, in the case of clause (i) and (ii) above, all cash, investment property, investments, securities, instruments or other property (including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time or from time to time credited to any such account (collectively, the “Account Collateral”);
(g) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such Grantor other than ILFC or any Initial Intermediate Lessee (the “Investment Collateral”) including written notification of all interest, dividends, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Investment Collateral, but excluding any loans or advances made, or dividends or other amounts paid, by any Grantor to any other Grantor;
(h) with respect to each Grantor, all of the following (the “Assigned Agreement Collateral”):
(i) all of such Grantor’s right, title and interest in and to all security assignments, cash deposit agreements and other security agreements executed in its favor by any other Grantor, other than between ILFC and any Initial Intermediate Lessee, in each case as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”); and
Appears in 2 contracts
Samples: Credit Agreement (International Lease Finance Corp), Credit Agreement (International Lease Finance Corp)
Grant of Security Interest — First Lien. To secure the First Lien Secured Obligations, the undersigned each Grantor hereby assigns and pledges to the First Lien Security Trustee Trustee, for its benefit and the benefit of the other First Lien Secured Parties Parties, and hereby grants to the First Lien Security Trustee for its benefit and the benefit of the other First Lien Secured Parties a first priority security interest in, all of its such Grantor’s right, title and interest in and to the following (collectively, the “Supplementary Collateral”):
(a) with respect to each Grantor, all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Parts of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of an Airframe or Engine arising from the total or partial loss or destruction of such Airframe or its Engine or its total or partial confiscation, condemnation or requisition;
(b) with respect to each Grantor, all of such Grantor’s right, title and interest in and to all Leases to which such Grantor is or may from time to time be party with respect to the Pool Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned Leases”), including including, without limitation limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Assigned Leases, (iii) claims of such Grantor for damages arising out of or for breach or default under such Assigned Leases, (iv) all rights under any such Assigned Lease with respect to any subleases of the Pool Aircraft subject to such Assigned Lease and (v) the right of such Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in equity (the “Lease Collateral”);
(c) with respect to each Grantor, all of the following (the “Security Collateral”):
(i) the Pledged Stock identified on the attached Annex II and the certificates representing such Pledged Stock, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such the Pledged Stock;
(ii) all additional shares of the capital stock of any other Grantor other than ILFC or an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the capital stock of any other Grantor that may be formed from time to time, and all certificates, if any, representing such additional shares of the capital stock and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional shares; and
(d) with respect to each Grantor, all of the following (the “Beneficial Interest Collateral”):
(i) the Pledged Beneficial Interest identified on the attached Annex IIInterest, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in such the Pledged Beneficial Interest, any contracts and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such the Pledged Beneficial Interest; and
(ii) all of such Grantor’s right, title and interest in all additional beneficial interests in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the beneficial interests in any other Grantor that may be formed from time to time, and all certificates, if any, from time to time representing such additional beneficial interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional beneficial interests;
(e) with respect to each Grantor, all of the following (the “Membership Interest Collateral”):
(i) the Pledged Membership Interests, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in the Pledged Membership Interests, any contracts and instruments pursuant to which any such Pledged Membership Interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interests; and
(ii) all of such Grantor’s right, title and interest in all additional membership interests in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the membership interests in any other Grantor that may be formed from time to time, and all certificates, if any, from time to time representing such additional membership interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional membership interests;
(i) with respect to each Grantor, all right of such Grantor in and to each Blocked Account and all funds or other property at any time or from time to time credited to any Blocked Account and (ii) with respect to each Grantor other than ILFC or an Initial Intermediate Lessee (provided, however, that such Initial Intermediate Lessee shall comply with Section 2.11(a) of the Credit Agreement), all right of such Grantor in and to each account at any time or from time to time established in its name and, in the case of clause (i) and (ii) above, all cash, investment property, investments, securities, instruments or other property (including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time or from time to time credited to any such account (collectively, the “Account Collateral”);
(g) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such Grantor other than ILFC or any Initial Intermediate Lessee (the “Investment Collateral”) including written notification of all interest, dividends, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Investment Collateral, but excluding any loans or advances made, or dividends or other amounts paid, by any Grantor to any other Grantor;
(h) with respect to each Grantor, all of the following (the “Assigned Agreement Collateral”):
(i) all of such Grantor’s right, title and interest in and to all security assignments, cash deposit agreements and other security agreements executed in its favor by any other Grantor, other than between ILFC and any Initial Intermediate Lessee, in each case as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”); and
(ii) all of such Grantor’s right, title and interest in and to all deposit accounts, all funds or other property held in such deposit accounts, all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts and all other property of whatever nature, in each case pledged, assigned or transferred to it or mortgaged or charged in its favor pursuant to any Assigned Agreement;
(i) with respect to each Grantor, all of such Grantor’s right, title and interest in and to the Acquisition Agreements (the “Aircraft Purchase Collateral”);
(j) with respect to each Grantor, all of such Grantor’s right, title and interest in and to the personal property identified in a Grantor Supplement or a Collateral Supplement executed and delivered by such Grantor to any Security Trustee; and
(k) all proceeds of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a), (b), (c), (d), (e), (f), (g), (h), (i) and (j) of this Section 2.01); provided that the Collateral shall not include any Excluded Property.
Appears in 1 contract
Samples: Term Loan Credit Agreement (International Lease Finance Corp)
Grant of Security Interest — First Lien. To secure the First Lien Secured Obligations, the undersigned Grantor hereby assigns and pledges to the First Lien Security Trustee for its benefit and the benefit of the other First Lien Secured Parties and hereby grants to the First Lien Security Trustee for its benefit and the benefit of the other First Lien Secured Parties a first priority security interest in, all of its right, title and interest in and to the following (collectively, the “Supplementary Collateral”):
(a) all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Parts of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of an Airframe or Engine arising from the total or partial loss or destruction of such Airframe or its Engine or its total or partial confiscation, condemnation or requisition
(b) all of such Grantor’s right, title and interest in and to all Leases to which such Grantor is or may from time to time be party with respect to the Pool Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned Leases”), including without limitation (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Assigned Leases, (iii) claims of such Grantor for damages arising out of or for breach or default under such Assigned Leases, (iv) all rights under any such Assigned Lease with respect to any subleases of the Pool Aircraft subject to such Assigned Lease and (v) the right of such Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in equity (the “Lease Collateral”);
(c) all of the following (the “Security Collateral”):
(i) the Pledged Stock identified on the attached Annex II and the certificates representing such Pledged Stock, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Stock;
(ii) all additional shares of the capital stock of any other Grantor other than ILFC or an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the capital stock of any other Grantor that may be formed from time to time, and all certificates, if any, representing such additional shares of the capital stock and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional shares; and
(d) all of the following (the “Beneficial Interest Collateral”):
(i) the Pledged Beneficial Interest identified on the attached Annex II, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in such Pledged Beneficial Interest, any contracts and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Beneficial Interest; and
(ii) all of such Grantor’s right, title and interest in all additional beneficial interests in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the beneficial interests in any other Grantor that may be formed from time to time, and all certificates, if any, from time to time representing such additional beneficial interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional beneficial interests;
Appears in 1 contract
Samples: Term Loan Credit Agreement (International Lease Finance Corp)
