Change in Registration. Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs CayCo that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, CayCo agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available, to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, CayCo shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available, written or oral guidance; comments; requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that CayCo used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis, based on the total number of Registrable Securities held by the Holders, and subject to a determination by the Commission that certain Holders must be reduced first, based on the number of Registrable Securities held by such Holders. In the event that CayCo amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, CayCo will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to CayCo or to re...
Change in Registration. So long as no Default ---------------------- under Section 14(a), (b), (f) or (g) of the Lease or any Indenture Event of Default shall have occurred and be continuing and the Lien of this Indenture shall not have been discharged, the Indenture Trustee shall, upon the request of the Lessee and compliance with the applicable provisions of the next two paragraphs, consent to the deregistration of the Aircraft under the laws of the jurisdiction in which it is at the time registered and the registration of the Aircraft under the laws of (i) any country listed on Exhibit G to the Lease with which the United States then maintains normal diplomatic relations or, if Taiwan, the United States then maintains diplomatic relations at least as good as those in effect on the Closing Date (a "Scheduled Country"), or (ii) any other country, in each case subject to the provisions hereof and subject to the provisions of Section 7(a)(3) of the Lease and Section 8(e) of the Participation Agreement.. Prior to any such re-registration under the laws of a Scheduled Country, the Indenture Trustee shall have received a favorable opinion of counsel addressed to it to the effect that (i) the laws of the new country of registration will recognize the Owner Trustee's right of ownership with respect to the Aircraft and will give effect to the priority of the Lien and security interest created by this Indenture, (ii) this Indenture and the Indenture Trustee's Lien and right to repossession thereunder is valid and enforceable under the laws of such country and (iii) the terms (including, without limitation, the governing-law, service-of-process and jurisdictional- submission provisions thereof) of the Indenture are legal, valid, binding and enforceable in such jurisdiction. [First Amended and Restated Trust Indenture and Security Agreement (1989 I)] Prior to any such re-registration under the laws of any country other than the U.S. or a Scheduled Country, the Indenture Trustee shall have received (x) a favorable opinion of counsel in the new jurisdiction of registry covering the matters set forth in the preceding paragraph and to the effect that (A) it is not necessary for the Indenture Trustee to register or qualify to do business in such jurisdiction, (B) that there is no tort liability of the lender of an aircraft not in possession thereof under the laws of such jurisdiction other than tort liability which might have been imposed on such lender under the laws of the United States or an...
Change in Registration. The Indenture Trustee shall, upon the request of the Company, consent to the deregistration of the Aircraft under the laws of the jurisdiction in which it is at the time registered and the registration of the Aircraft under the laws of another jurisdiction (herein called a "change in registration") provided that the following conditions are met:
Change in Registration. (i) If there is any change in the trade name, representative, deputy representative, signature, seal, office location, or any other matter registered by a Lender or the Borrower with the Agent, the Lender or the Borrower shall promptly report it to the Agent in writing.
Change in Registration. 44 7.03. Assumption of Obligations of Owner Trustee by the Lessee . . . . . . . . . . . . . . . . . . . . . . 45
