Non-Aircraft Security. Subject to Clause 8.5 (Acquired Financing Arrangements), NAC 29 will, and procure that each of its Subsidiaries or NAC DAC (as applicable) will, grant Security over the following assets in favour of the Security Agent (the “Non-Aircraft Security”):
(a) any account into which lease or other proceeds are paid in respect of any NAC 29 Aircraft Asset, it being acknowledged and agreed that:
(i) unless and until the Security Agent has given notice to the account bank to block the relevant account following an Event of Default that is continuing, NAC 29 or its Subsidiary (as applicable) will have sole authority to operate the account and be entitled to withdraw funds and otherwise manage any such account on a day-to-day basis as it sees fit (including for the purposes of cash pooling amongst the NAC Group); and
(ii) NAC 29 or its Subsidiary will only be required to use reasonable endeavours to obtain an acknowledgment from the account bank to any notice of such Security;
(b) the Capital Stock of NAC 29 and each of NAC 29’s Subsidiaries;
(c) all of the rights of NAC 29 and each of its Subsidiaries under any servicing agreement to which it is party with the Servicer in respect of the NAC 29 Aircraft Asset (and NAC DAC (in its capacity as servicer) hereby irrevocably consents to the assignment of any such rights);
(d) all of the rights of NAC 29 in respect of the GrowthCo (NAC 29) Notes;
(e) the Proceeds Account; and
(f) all of the rights of NAC 29 in respect of the Acquired Financing Arrangements.
Non-Aircraft Security. NAC 29 will, and procure that each of its Subsidiaries or NAC DAC (as applicable) will, grant Security over the following assets in favour of the Security Agent (the "Non-Aircraft Security"):
(a) any account into which lease or other proceeds are paid in respect of any NAC 29 Aircraft Asset, it being acknowledged and agreed that:
(i) unless and until the Security Agent has given notice to the account bank to block the relevant account following an Event of Default that is continuing, NAC 29 or its Subsidiary (as applicable) will have sole authority to operate the account and be entitled to withdraw funds and otherwise manage any such account on a day-to-day basis as it sees fit (including for the purposes of cash pooling amongst the NAC Group); and
(ii) NAC 29 or its Subsidiary will only be required to use reasonable endeavours to obtain an acknowledgment from the account bank to any notice of such Security;
(b) the Capital Stock of NAC 29 and each of NAC 29's Subsidiaries;
(c) all of the rights of NAC 29 and each of its Subsidiaries under any servicing agreement to which it is party with the Servicer in respect of the NAC 29 Aircraft Asset;
(d) all of the rights of NAC 29 in respect of the GrowthCo (NAC 29) Notes; and
(e) the Proceeds Account.
