Collateral and Collateral Documents. (a) In order to secure the due and punctual payment of principal of and interest on the Senior Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Senior Notes and performance of all other obligations of the Company to the Holders or the Trustee under this Indenture and the Senior Notes, the Company and the Trustee have simultaneously with the execution of this Indenture entered into the Collateral Documents, pursuant to which the Company has granted to the Trustee for the benefit of the Trustee and the Holders a Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Trustee holds liens and security interests in the Collateral as a secured party or mortgagee, as the case may be, in trust for the benefit of the Trustee, in its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Collateral Documents. The Trustee is authorized and directed to enter into each of the Collateral Documents, including the Intercreditor Agreement and the Security Agreement, and to perform its obligations and exercise its rights thereunder in Indenture accordance therewith. Notwithstanding any other provision of this Indenture, the Liens created under the Collateral Documents in respect of inventory and accounts receivable included in the Collateral shall not be effective until the Company has received relief from the Commission from the provisions of Section 314(d)(1) of the TIA which will permit the disposition of Collateral contemplated by Section 12.04 of this Indenture without delivery of the certificates or opinions required by Section 314(d)(1) of the TIA in respect of the disposition of Collateral referred to in Section 12.04 hereof or such other relief form the SEC as the Company, in good faith, determines is required so that the operation of Section 314(d)(1) of the TIA is not materially burdensome to the Company and its Affiliates. The Company will use all its best efforts to obtain such relief as soon as possible after the date hereof and will keep the Trustee reasonably informed of such efforts. To the extent there is a conflict between the provisions of this Indenture and the provisions of any of the Collateral Documents, the provisions of this Indenture shall govern. (b) Each Holder, by accepting a Senior Note, consents and agrees to all of the terms and provisions of the Collateral Documents, as the same may be in effect from time to time or may be amended from time to time in accordance with the provisions of the Collateral Documents and this Indenture, and authorizes and directs the Trustee to act as mortgagee or secured party with respect thereto. (c) As set forth in and governed by the Collateral Documents, as among the Holders of Senior Notes, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders of the Senior Notes without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Senior Notes.
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Sources: Indenture (Goodman Conveyor Co)
Collateral and Collateral Documents. (a) In order Use their respective reasonable best efforts to secure obtain the due consents necessary to grant Liens on all of the Collateral (except as set forth in paragraph (b) below) and punctual payment of principal of and interest deliver on or before April 30, 2001 the Senior Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest following:
(i) to the extent permitted Administrative Agent the Intercreditor Agreement, duly executed and delivered by law), if any, on the Senior Notes and performance of all other obligations each of the Company parties thereto;
(ii) to the Holders or Administrative Agent, the Trustee under this Indenture Collateral Agreement, duly executed and delivered by the Company and each of the Subsidiary Guarantors in favor of the Collateral Trustee;
(iii) to the Administrative Agent, the Trust Agreement, duly executed and delivered by the Company, each of the Subsidiary Guarantors and the Senior NotesCollateral Trustee;
(iv) to the Administrative Agent, for the account of each Lender, replacements notes in the forms attached to the Second Amendment as Annex C and Annex D thereto, duly executed and delivered by the Company in favor of each Lender;
(v) to the Administrative Agent (i) an amended and restated Indenture, duly executed and delivered by the Company and the Trustee Trustee, which shall be deemed to replace Exhibit B in its entirety and (ii) the Exchange Notes, duly executed and delivered by the Company; and the Company shall have simultaneously with (x) executed and delivered the execution Exchange Notes and the Indenture in escrow under the Escrow Agreement in exchange for the Exchange Notes and the Indenture, each dated as of this June 30, 2000 and (y) delivered to the Trustee, the opinion required by Section 314(b)(1) of the Trust Indenture entered into Act of 1940, as amended;
(vi) to the Collateral Documents, Trustee (or its bailee)
(i) the certificates representing the shares of Capital Stock pledged pursuant to which the Company has granted Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) an Acknowledgment and Consent, substantially in the form of Annex II to the Collateral Agreement, duly executed by any issuer of Capital Stock pledged pursuant to the Collateral Agreement that is not itself a party to the Collateral Agreement and (iii) each promissory note pledged pursuant to the Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Collateral Trustee and the Administrative Agent) by the pledgor thereof;
(vii) to the Collateral Trustee each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Collateral Agreement or under law or reasonably requested by the Collateral Trustee or the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent shall have received, for the benefit of the Trustee and the Holders Lenders, a perfected Lien on and security interest in the Collateral. The Trustee and the Company hereby agree that the Trustee holds liens and security interests in the Collateral as described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.6 and Liens on the Permitted Vehicle Collateral), shall have been filed, registered or recorded or shall have been delivered to the Collateral Trustee be in proper form for filing, registration or recordation;
(viii) to the Administrative Agent insurance certificates satisfying the requirements of the Collateral Agreement;
(ix) to the Administrative Agent, a secured party new Schedule 3.21(a) to this Agreement; and
(x) if requested by the Collateral Trustee or mortgageethe Administrative Agent, to the Collateral Trustee or the Administrative Agent, as the case may be, legal opinions relating to the matters described herein, which opinions shall be in trust form and substance, and from counsel, reasonably satisfactory to the Collateral Trustee or the Administrative Agent, as the case may be.
(b) Use their respective reasonable best efforts to obtain the consents necessary to grant Liens on all of the Permitted Vehicle Collateral consisting of vehicles subject of capital leases pursuant to which any of National Car Rental System, Inc., Spirit Rent-A-Car, Inc. or Alamo Rent-A-Car, LLC is the lessor and with respect to such Permitted Vehicle Collateral, on or before May 31, 2001 (i) execute and deliver to the Collateral Trustee and the Administrative Agent such amendments to the Collateral Agreement or such other documents as the Collateral Trustee or the Administrative Agent deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Lenders, a security interest in such property, (ii) take all actions necessary or advisable to grant to the Collateral Trustee, in its capacity as trustee, and for the ratable benefit of the Holders pursuant to the terms of the Collateral Documents. The Trustee is authorized and directed to enter into each of the Collateral DocumentsLenders, including the Intercreditor Agreement and the Security Agreement, and to perform its obligations and exercise its rights thereunder in Indenture accordance therewith. Notwithstanding any other provision of this Indenture, the Liens created under the Collateral Documents in respect of inventory and accounts receivable included a perfected security interest (as provided in the Collateral shall not Agreement) in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be effective until the Company has received relief from the Commission from the provisions of Section 314(d)(1) of the TIA which will permit the disposition of Collateral contemplated by Section 12.04 of this Indenture without delivery of the certificates or opinions required by Section 314(d)(1the Collateral Agreement or by law or as may be reasonably requested by the Collateral Trustee or the Administrative Agent, and (iii) of if requested by the TIA in respect of Collateral Trustee or the disposition of Collateral referred to in Section 12.04 hereof or such other relief form the SEC as the CompanyAdministrative Agent, in good faith, determines is required so that the operation of Section 314(d)(1) of the TIA is not materially burdensome deliver to the Company and its Affiliates. The Company will use all its best efforts to obtain such relief as soon as possible after Collateral Trustee or the date hereof and will keep the Trustee reasonably informed of such efforts. To the extent there is a conflict between the provisions of this Indenture and the provisions of any of the Collateral Documents, the provisions of this Indenture shall govern.
(b) Each Holder, by accepting a Senior Note, consents and agrees to all of the terms and provisions of the Collateral DocumentsAdministrative Agent, as the same case may be, legal opinions relating to the matters described above, which opinions shall be in effect form and substance, and from time counsel, reasonably satisfactory to time or may be amended from time to time in accordance with the provisions of the Collateral Documents and this IndentureTrustee or the Administrative Agent, and authorizes and directs as the Trustee to act as mortgagee or secured party with respect theretocase may be.".
12. AMENDMENT OF SECTION 6.5 (c) As set forth in and governed by the Collateral Documents, as among the Holders of Senior Notes, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders ASSET SALES). Section 6.5 of the Senior Notes without preference, priority or distinction of any Loan Agreement is hereby amended by inserting immediately before clause (x) in the second sentence thereof over any other by reason of difference in time of issuance, sale or otherwise, as security for the Senior Notes.following new clause (w):
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