Aircraft Registration. Customer shall remain solely responsible pursuant to the applicable provisions of this Agreement to cause the Aircraft to be effectively and validly registered in Customer’s name on the Registry, and the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft, in each case, accordance with the Registration Requirements; and without limiting the foregoing or any other provision of this Agreement, Customer shall: (a) cause the Registration Certificate to be maintained within the Aircraft and cause the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft; including by (A) notifying Lender immediately of any event or circumstance with respect to 2388218 8 (LOAN AGREEMENT) which the Registration Requirements require further action by Customer, the Registry or any other Governmental Authority or other Person, (B) immediately upon receipt, placing the original, replacement or renewal Registration Certificate on the Aircraft prior to the expiration or other invalidation of any previously issued Registration Certificate (whether the certificate or any other document constituting the Registration Certificate as defined herein) under the Registration Requirements, and (C) complying with any and all of the other Registration Requirements relating to such Registration Certificate, and to the Registration Certificate replaced thereby (including any of the same relating to the destruction or return thereof, as the case may be); and (b) upon the occurrence, and at all times thereafter, of any Defective Registration (and without waiving Customer’s responsibility to avoid such circumstance), if the operation of the Aircraft is no longer authorized by the Registration Requirements, Customer shall (A) neither operate nor permit or suffer the operation of the Aircraft without a currently effective and otherwise valid Registration Certificate (and shall cause the pilots to be made aware of the Defective Registration), and otherwise comply with the FARs and other Applicable Laws relating to such Defective Registration, (B) ground and store the Aircraft in a manner reasonably acceptable to Lender, and (C) inform the insurer or insurers thereof and obtain and maintain adjustments to the Required Coverages that may be necessary or desirable to Lender so as to reflect any changes in the insurable risks relating to any Defective Registration.
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Samples: Loan and Aircraft Security Agreement, Loan and Aircraft Security Agreement (Willis Lease Finance Corp)
Aircraft Registration. On or before the Closing Date, and at all times thereafter, so long as any of the Obligations are outstanding, Customer shall remain solely responsible pursuant to the applicable provisions of this Agreement to cause (i) the Aircraft to be effectively and otherwise validly registered in Customer’s name on the Registry, and (ii) the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft, in each case, accordance with the Registration Requirements; and without limiting the foregoing foregoing, or any other provision of this Agreement, Customer shall:
(a) cause the Registration Certificate to be maintained within the Aircraft and cause the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft; including by (A) notifying Lender immediately of any event or circumstance with respect to 2388218 8 (LOAN AGREEMENT) which the Registration Requirements require further action by Customer, the Registry or any other Governmental Authority or other Person, (B) immediately upon receipt, placing the original, replacement or renewal Registration Certificate on the Aircraft prior to the expiration or other invalidation of any previously issued Registration Certificate (whether the certificate or any other document constituting the Registration Certificate as defined herein) under the Registration Requirements, and (C) complying with any and all of the other Registration Requirements relating to such Registration Certificate, and to the Registration Certificate replaced thereby (including any of the same relating to the destruction or return thereof, as the case may be); and
(b) upon the occurrence, and at all times thereafter, of any Defective Registration (and without waiving Customer’s responsibility to avoid such circumstance), or if the operation of the Aircraft is no longer authorized by the Registration Requirements, Customer shall (A) neither operate nor permit or suffer the operation of the Aircraft without a currently effective and otherwise valid Registration Certificate (and shall cause the pilots to be made aware of the Defective Registration), and otherwise comply with the FARs and other Applicable Laws relating to such Defective Registration, (B) ground and store the Aircraft in a manner reasonably acceptable to Lender, and (C) inform the insurer or insurers thereof thereof, and obtain and maintain adjustments to the Required Coverages that may be necessary or desirable insurance coverages required pursuant Section 4.6 CHAR1\1530185v6 CHAR1\1376673v2 CHAR1\1530185v6 CHAR1\1530185v6 CHAR1\1530185v6 THIS LOAN AND AIRCRAFT SECURITY AGREEMENT (S/N 218) (together with all Addenda, Riders and Annexes hereto, this “Agreement”) is dated as of July 27, 2017 (the “Closing Date”), by and between TVPX AIRCRAFT SOLUTIONS INC., a Utah corporation, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement dated as of July 27, 2017 (“Customer”) and BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability company (“Lender”). In consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: Capitalized and certain other terms used but not otherwise defined in this Agreement shall have the meanings ascribed to Lender so as to reflect any changes them in the insurable risks relating to any Defective RegistrationAnnex A attached hereto and made a part hereof.
Appears in 1 contract
Samples: Loan and Aircraft Security Agreement (Ipg Photonics Corp)
Aircraft Registration. Customer shall remain solely responsible pursuant On the Acceptance Date, and at all times thereafter until this Sublease is terminated or the Aircraft is returned to Sublessor in accordance with the applicable provisions terms of this Agreement to Sublease, Sublessee shall cause the Aircraft to be effectively and otherwise validly registered in CustomerLessor’s name on the Registry, and the currently assigned U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer Lessor on the Aircraft, in each case, in accordance with the Registration RequirementsRequirements (except for any such failure that is the direct result of a Lessor-Related Deregistration); and without limiting the foregoing (including the referenced exception), or any other provision of this AgreementSublease, Customer Sublessee shall:
(a) cause the a valid Registration Certificate to be maintained at all times within the Aircraft and cause without limiting the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft; including by foregoing Sublessee shall (Ai) notifying Lender notify Sublessor immediately of any event or circumstance of which it becomes aware with respect to 2388218 8 (LOAN AGREEMENT) which the Registration Requirements require further action by Customer, Sublessor or Lessor (other than those for which Sublessor or Lessor receives sole notification from the Registry Governmental Authority or any other Governmental Authority or other Person, (B) immediately upon receipt, placing the original, replacement or renewal Registration Certificate on the Aircraft prior to the expiration or other invalidation of any previously issued Registration Certificate (whether the certificate or any other document constituting the Registration Certificate as defined herein) under the Registration Requirementsparty), and (Cii) complying comply with any and all of the other Registration Requirements relating to such Registration Certificate, and to the Registration Certificate replaced thereby (including any of the same relating to the destruction or return thereof, as the case may be); andRequirements;
(b) upon the occurrence, and at all times thereafter, of with respect to any Defective Registration (and without waiving CustomerSublessee’s responsibility to avoid such circumstancecircumstance as set forth in Section 5.6(a) above), if the operation of the Aircraft is no longer shall not be operated until authorized by the Registration Requirements, Customer and Sublessee shall (Ai) neither operate nor permit or suffer the operation of the Aircraft without a currently effective and otherwise valid Registration Certificate (and shall cause the pilots to be made aware of the Defective Registration), and otherwise comply with the FARs and other Applicable Laws relating to such Defective Registration, and (Bii) ground and store the Aircraft in a manner reasonably acceptable to Lenderaccordance with terms of this Sublease; and
(c) fully and timely cooperate with Sublessor; pay or reimburse Sublessor upon its demand for all reasonable and documented fees, charges, or other amounts payable or incurred in connection with any of the foregoing, and (C) inform take any and all of the insurer other actions contemplated herein, as and when required by the Registration Requirements or insurers thereof and obtain and maintain adjustments to the Required Coverages that may be necessary or desirable to Lender so as to reflect any changes in the insurable risks relating otherwise reasonably requested by Sublessor, including with respect to any disposition permitted under the Sublease Documents. Sublessor agrees to provide and to cause Lessor to provide its reasonable cooperation to Sublessee with respect to Sublessee’s compliance with the provisions of this Section 5.6; provided, however, with respect to any such Defective Registration, (unless directly resulting from a Lessor-Related Deregistration), in no event will Lessor be deemed liable to Sublessee as a result of any Defective Registration (unless directly resulting from a Lessor-Related Deregistration). Notwithstanding the foregoing, if there is any NCT Law Change, each of Sublessor and Sublessee shall reasonably cooperate with the other party and with Lessor for the purpose of promptly resolving any related Aircraft registration issues.
Appears in 1 contract
Aircraft Registration. Customer Concurrently with its entering into this Lease, and at all times thereafter, Lessee shall remain solely responsible pursuant to the applicable provisions of this Agreement to cause the Aircraft to be effectively and otherwise validly registered in CustomerLessor’s name on the Registry, and the currently assigned U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer Lessor on the Aircraft, in each case, in accordance with the Registration Requirements; and without limiting the foregoing foregoing, or any other provision of this AgreementLease, Customer Lessee shall:
(a) cause the a valid Registration Certificate to be maintained at all times within the Aircraft and cause without limiting the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft; including by foregoing Lessee shall (Ai) notifying Lender notify Lessor immediately of any event or circumstance with respect to 2388218 8 (LOAN AGREEMENT) which the Registration Requirements require further action by Customer, the Registry or any other Governmental Authority or other Person, (B) immediately upon receipt, placing the original, replacement or renewal Registration Certificate on the Aircraft prior to the expiration or other invalidation of any previously issued Registration Certificate (whether the certificate or any other document constituting the Registration Certificate as defined herein) under the Registration RequirementsLessor, and (Cii) complying comply with any and all of the other Registration Requirements relating to such Registration Certificate, and to the Registration Certificate replaced thereby (including any of the same relating to the destruction or return thereof, as the case may be); andRequirements;
(b) upon the occurrence, and at all times thereafter, of with respect to any Defective Registration (and without waiving CustomerLessee’s responsibility to avoid such circumstance), if the operation of the Aircraft is no longer shall not be operated until authorized by the Registration Requirements, Customer and Lessee shall (Ai) neither operate nor permit or suffer the operation of the Aircraft without a currently effective and otherwise valid Registration Certificate (and shall cause the pilots to be made aware of the Defective Registration), and otherwise comply with the FARs and other Applicable Laws relating to such Defective Registration, and (Bii) ground and store the Aircraft in accordance with terms of this Lease; and
(c) fully and timely cooperate with Lessor; pay or reimburse the Lessor upon its demand for all fees, charges, or other amounts payable or incurred in connection with any of the foregoing, and take any and all of the other actions contemplated herein, as and when required by the Registration Requirements or as otherwise requested by Lessor, including with respect to any Assignment or any other disposition contemplated in the Lease Documents. Lessor agrees to provide its reasonable cooperation to Lessee with respect to Lessee’s compliance with the provisions of this Section 5.6; provided, however, with respect to any such Defective Registration, in no event will Lessor be deemed liable to any Lessee Party or any other Person as a manner reasonably acceptable result of any Defective Registration, whether by reason of Lessor’s failure to Lenderaccurately complete or effectively file any such registration filing or otherwise, and without regard as to whether the same constitutes a breach by Lessor, Lessee or any other Person under this Lease or any other Lease Document; and without limiting the foregoing, (i) Lessee shall remain obligated to pay and perform all of its obligations in accordance with this Lease and the other Lease Documents, and (Cii) inform the insurer or insurers thereof Lessee agrees that it shall pay, indemnify, defend and obtain hold each Indemnified Party harmless on an after-tax basis from and maintain adjustments to the Required Coverages that may be necessary or desirable to Lender so as to reflect against any changes and all Claims in the insurable risks any way relating to or arising out of any Defective Registration, in accordance with the provisions of Section 8 hereof.
Appears in 1 contract
Aircraft Registration. On or before the Closing Date, and at all times thereafter, so long as any of the Obligations are outstanding, Customer shall remain solely responsible pursuant to the applicable provisions of this Agreement to cause (i) the Aircraft to be effectively and otherwise validly registered in Customer’s name on the Registry, and (ii) the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft, in each case, accordance with the Registration Requirements; and without limiting the foregoing foregoing, or any other provision of this Agreement, Customer shall:
(a) : cause the Registration Certificate to be maintained within the Aircraft and cause the U.S. registration number then currently assigned to the Aircraft to remain authorized for use by Customer on the Aircraft; including by (A) notifying Lender immediately of any event or circumstance with respect to 2388218 8 (LOAN AGREEMENT) which the Registration Requirements require further action by Customer, the Registry or any other Governmental Authority or other Person, (B) immediately upon receipt, placing the original, replacement or renewal Registration Certificate on the Aircraft prior to the expiration or other invalidation of any previously issued Registration Certificate (whether the certificate or any other document constituting the Registration Certificate as defined herein) under the Registration Requirements, and (C) complying with any and all of the other Registration Requirements relating to such Registration Certificate, and to the Registration Certificate replaced thereby (including any of the same relating to the destruction or return thereof, as the case may be); and
(b) and upon the occurrence, and at all times thereafter, of any Defective Registration (and without waiving Customer’s responsibility to avoid such circumstance), or if the operation of the Aircraft is no longer authorized by the Registration Requirements, Customer shall (A) neither operate nor permit or suffer the operation of the Aircraft without a currently effective and otherwise valid Registration Certificate (and shall cause the pilots to be made aware of the Defective Registration), and otherwise comply with the FARs and other Applicable Laws relating to such Defective Registration, (B) ground and store the Aircraft in a manner reasonably acceptable to Lender, and (C) inform the insurer or insurers thereof thereof, and obtain and maintain adjustments to the Required Coverages that insurance coverages required pursuant Section 4.6 of this Agreement which may be necessary or desirable to Lender so as to reflect any changes in the insurable risks relating to any Defective Registration.
Appears in 1 contract
Samples: Loan and Aircraft Security Agreement (Ipg Photonics Corp)