Mexico Filings Clause Samples

Mexico Filings. (a) In the event that the Owner Participant or Policy Provider determines, in the exercise of its reasonable judgment, that, by reason of any action, suit, claim, proceeding, entry of any judgment or similar remedy, or the assertion of any Lien or other encumbrance, against any Unit, the Trust, the Owner Trustee or the Owner Participant, it is prudent to cause the granting of a security interest and pledge under Mexican law and any appropriate perfection, filing or analogous actions in respect thereof, then (a) the Lessee shall engage legal counsel qualified under the laws of Mexico to (x) prepare appropriate documentation and instruments (including a pledge and security agreement) for purposes of evidencing a grant by the Owner Trust in favor of the Indenture Trustee of a security interest in and pledge of in all of its Units then subject to Subleases with Mexican Sublessees, causing the perfection (or analogous filings and other actions) with respect to such grant of a security interest and pledge, causing the registration in Mexico with the Mexican Railroad Registry or other comparable governmental authority or registry (as deemed appropriate by such Mexican counsel) of the Owner Trustee's ownership in such Units then subject to Subleases with Mexican Sublessees and of such security interest and pledge, and any assignments of any of the foregoing, (y) deliver to the Owner Trustee, Indenture Trustee and Policy Provider an opinion of counsel with respect to the matters described in this Section 6.12, and (z) prepare such other documentation and instruments, and cause any other filings or registrations, as may be deemed advisable by such Mexican counsel or counsel for the Owner Trustee, Indenture Trustee or Policy Provider for purposes of protecting the interests of the Owner Trustee, the Indenture Trustee and the Policy Provider in such Units and (b) the Owner Trustee and the Indenture Trustee shall cooperate with the Lessee and the Policy Provider in connection with the preparation of the documentation and instruments described in clause (a) and all filings, registrations and other related actions and shall execute, and deliver such documentation and instruments, together with any additional documentation or instruments deemed necessary or appropriate by Mexican counsel for purposes of evidencing, recording, registering or perfecting the interests purported to be covered thereby, all at the sole cost and expense of the Lessee, the documents referred to i...