Common use of PERFECTION OF TITLE AND FURTHER ASSURANCES Clause in Contracts

PERFECTION OF TITLE AND FURTHER ASSURANCES. If at any time any filing or recording is reasonably necessary to protect the interest of Lessor or the Lender, Lessee, at its own cost and expense, shall cause this Lease, the Mortgage, and any financing statements with respect to its obligations under this Agreement, and any and all additional instruments which shall be executed pursuant to the terms of this Agreement (including, without limitation, those referred to in Section 2(b)(3) hereof), to be kept, filed and recorded and to be re-executed, refiled and re-recorded in the appropriate office or offices pursuant to applicable Laws, to perfect, protect and preserve the rights and interests of Lessor or the Lender hereunder or under the Mortgage and in the Aircraft, including without limitation the right of the Lessor to repossess, and export from any country the Aircraft, the Engines and the Parts if the Lease has been declared, or is deemed by its terms to have been declared in default. At the reasonable request of Lessor, Lessee shall furnish to Lessor an opinion of counsel or other evidence satisfactory to Lessor of each such filing or refiling and recordation or rerecordation; it being understood that Lessor shall bear the cost of any such opinion required by it in connection with any voluntary sale or refinancing of the Aircraft by the Lessor in the absence of any Default or Event of Default. Without limiting the foregoing, Lessee shall do or cause to be done, at Lessee's cost and expense, any and all acts and things which may be required under the terms of the Mortgage Convention (or in the case where such jurisdiction is not a signatory to the Mortgage Convention, under the internal laws of such jurisdiction) to perfect and preserve the title and interest of Lessor or the Lender in the Aircraft within any jurisdiction in which Lessee or any Permitted Sublessee may operate the Aircraft, as Lessor may reasonably request. Lessee shall also do or cause to be done, at its own expense, any and all acts and things which may be required under the terms of any other Law involving any jurisdiction in which Lessee (or any Permitted Sublessee) may operate, or any and all acts and things which Lessor may reasonably request, to perfect and preserve Lessor's ownership rights and the rights of the Lender regarding the Aircraft within any such jurisdiction. In addition, Lessee will promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder, including without limitation, if reasonably requested by Lessor at the expense of Lessee, the execution and delivery of supplements or amendments hereto in recordable form, subjecting to this Lease any Replacement Engine and the recording or filing of counterparts thereof, in accordance with the laws of any appropriate jurisdiction.

PERFECTION OF TITLE AND FURTHER ASSURANCES. If at any time subsequent to the initial recordation of title under this Lease, any filing or recording is reasonably necessary to protect the interest interests of Lessor Owner or the LenderLessor, Lessee, at its own cost and expenseexpense and upon request by Lessor, shall cause this Lease, the Mortgage, and any financing statements with respect to its obligations under this Agreementhereto, and any and all additional instruments which shall be executed pursuant to the terms of this Agreement (including, without limitation, those referred to in Section 2(b)(3) hereof), to be kept, filed and recorded and to be re-executedreexecuted, refiled and re-recorded in the appropriate office or offices pursuant to applicable Laws, to perfect, protect and preserve the rights and interests of Lessor or the Lender hereunder or under the Mortgage and in the Aircraft, including without limitation the right of the Lessor to repossess, and export from any country the Aircraft, the Engines and the Parts if the Lease has been declared, or is deemed by its terms to have been declared in default. At the reasonable request of Lessor, Lessee shall furnish to Lessor an opinion of counsel or other evidence satisfactory to Lessor of each such filing or refiling and recordation or rerecordation; it being understood that Lessor shall bear the cost of any such opinion required by it in connection with any voluntary sale or refinancing of the Aircraft by the Lessor in the absence of any Default or Event of Defaultre-recordation. Without limiting the foregoing, Lessee shall do or cause to be done, at Lessee's cost and expense, any and all acts and things which may be required under the terms of the Mortgage Convention (or in the case where such jurisdiction is not a signatory to the Mortgage Convention, under the internal laws of such jurisdiction) to perfect and preserve the title of Owner and interest the interests of Owner and Lessor or the Lender in the Aircraft within the jurisdiction of any signatory which has ratified the Mortgage Convention if such jurisdiction is in the territory in which Lessee or any Permitted Sublessee may operate the Aircraft, as Lessor may reasonably request. Lessee shall also do or cause to be done, at its own expense, any and all acts and things which may be required under the terms of any other Law involving any jurisdiction in which Lessee (or any Permitted Sublessee) may operate, or any and all acts and things which Lessor may reasonably request, to perfect and preserve Lessor's ownership rights and the rights of the Lender regarding the Aircraft within any such jurisdiction. In addition, Lessee will promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor it may from time to time reasonably request in order to more effectively carry out more effectively the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder, including without limitation, if reasonably requested by Lessor at the expense of Lessee, the execution and delivery of supplements or amendments hereto in recordable form, subjecting to this Lease any Replacement Engine and the recording or filing of counterparts thereof, in accordance with the laws of any appropriate jurisdiction.

PERFECTION OF TITLE AND FURTHER ASSURANCES. If at any time subsequent to the initial recordation of title under this Lease, any filing or recording is reasonably necessary to protect the interest interests of Lessor Owner or the LenderLessor, Lessee, at its own cost and expenseexpense and upon request by Lessor, shall cause this Lease, the Mortgage, and any financing statements with respect to its obligations under this Agreementhereto, and any and all additional instruments which shall be executed pursuant to the terms of this Agreement (including, without limitation, those referred to in Section 2(b)(3) hereof), to be kept, filed and recorded and to be re-executedreexecuted, refiled and re-recorded in the appropriate office or offices pursuant to applicable Laws, to perfect, protect and preserve the rights and interests of Lessor or the Lender hereunder or under the Mortgage and in the Aircraft, including without limitation the right of the Lessor to repossess, and export from any country the Aircraft, the Engines and the Parts if the Lease has been declared, or is deemed by its terms to have been declared in default. At the reasonable request of Lessor, Lessee shall furnish to Lessor an opinion of counsel or other evidence satisfactory to Lessor of each such filing or refiling and recordation or rerecordation; it being understood that Lessor shall bear the cost of any such opinion required by it in connection with any voluntary sale or refinancing of the Aircraft by the Lessor in the absence of any Default or Event of Defaultre-recordation. Without limiting the foregoing, Lessee shall do or cause to be done, at Lessee's cost and expense, any and all acts and things which may be required under the terms of the Mortgage Convention (or in the case where such jurisdiction is not a signatory to the Mortgage Convention, under the internal laws of such jurisdiction) to perfect and preserve the title of Owner and interest the interests of Owner and Lessor or the Lender in the Aircraft within the jurisdiction of any signatory which has ratified the Mortgage Convention if such jurisdiction is in the territory in which Lessee or any Permitted Sublessee may operate the Aircraft, as Lessor may reasonably request. Lessee shall also do or cause to be done, at its own expense, any and all acts and things which may be required under the terms of any other Law involving any jurisdiction in which Lessee (or any Permitted Sublessee) may operate, or any and all acts and things which Lessor may reasonably request, to perfect and preserve Lessor's ownership rights and the rights of the Lender regarding the Aircraft within any such jurisdiction. In addition, Lessee will promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor it may from time to time reasonably request in order to more effectively carry out more effectively the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder, including without limitation, if reasonably requested by Lessor at the expense of Lessee, the 44 <PAGE> execution and delivery of supplements or amendments hereto in recordable form, subjecting to this Lease any Replacement Engine and the recording or filing of counterparts thereof, in accordance with the laws of any appropriate jurisdiction. Section 16.

PERFECTION OF TITLE AND FURTHER ASSURANCES. If at any time subsequent to the initial recordation of title under this Lease, any filing or recording is reasonably necessary to protect the interest of Lessor or the LenderLessor, Lessee, at its own cost and expenseexpense and upon request by Lessor, shall cause this Lease, the Mortgage, and any financing statements with respect to its obligations under this Agreement, Lease and any and all additional instruments which shall be executed pursuant to the terms of this Agreement (including, without limitation, those referred to in Section 2(b)(3) hereof), to be kept, filed and recorded and to be re-executed, refiled and re-recorded in the appropriate office or offices pursuant to applicable Laws, to perfect, protect and preserve the rights and interests of Lessor or the Lender hereunder or under the Mortgage and in the Aircraft, including without limitation the right of the Lessor to repossess, and export from any country the Aircraft, the Engines and the Parts if the Lease has been declared, or is deemed by its terms to have been declared in default. At the reasonable request of Lessor, Lessee shall furnish to Lessor an opinion of counsel or other evidence satisfactory to Lessor of each such filing or refiling and recordation or rerecordation; it being understood that Lessor shall bear the cost of any such opinion required by it in connection with any voluntary sale or refinancing of the Aircraft by the Lessor in the absence of any Default or Event of Defaultre-recordation. Without limiting the foregoing, Lessee shall do or cause to be done, at Lessee's cost and expense, any and all acts and things which may be required under the terms of the Mortgage Convention (or in the case where such jurisdiction is not a signatory to the Mortgage Convention, under the internal laws of such jurisdiction) to perfect and preserve the title and interest of Lessor or the Lender in the Aircraft within the jurisdiction of any signatory which has ratified the Mortgage Convention if such jurisdiction is in the territory in which Lessee or any Permitted Sublessee may operate the Aircraft, as Lessor may reasonably request. Lessee shall also do or cause to be done, at its own expense, any and all acts and things which may be required under the terms of any other Law involving any jurisdiction in which Lessee (or any Permitted Sublessee) may operate, or any and all acts and things which Lessor may reasonably request, to perfect and preserve Lessor's ownership rights and the rights of the Lender regarding the Aircraft within any such jurisdiction. In addition, Lessee will promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor it may from time to time reasonably request in order to more effectively carry out more effectively the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder, including including, without limitation, if reasonably requested by Lessor at the expense of Lessee, the execution and delivery of supplements or amendments hereto in recordable form, subjecting to this Lease any Replacement Engine and the recording or filing of counterparts thereof, in accordance with the laws of any appropriate jurisdiction.. Notwithstanding anything to the contrary contained in this Section 15, Lessee shall not bear the cost and expense of complying with any request by Lessor under this Section 15 which arises out of a transfer or proposed transfer by Lessor of its interest in the Aircraft and Lessor shall reimburse Lessee for its reasonable costs and expenses of complying with any such request. PHC 90-047-WKH

PERFECTION OF TITLE AND FURTHER ASSURANCES. If at any time subsequent to the initial recordation of title under this Lease, any filing or recording is reasonably necessary to protect the interest of Lessor or the LenderLessor, Lessee, at its own cost and expenseexpense and upon request by Lessor, shall cause this Lease, the Mortgage, and any financing statements with respect to its obligations under this Agreementhereto, and any and all additional instruments which shall be executed pursuant to the terms of this Agreement (including, without limitation, those referred to in Section 2(b)(3) hereof), to be kept, filed and recorded and to be re-executed, refiled and re-recorded rerecorded in the appropriate office or offices pursuant to applicable Laws, to perfect, protect and preserve the rights and interests of Lessor or the Lender hereunder or under the Mortgage and in the Aircraft, including without limitation the right of the Lessor to repossess, and export from any country the Aircraft, the Engines and the Parts if the Lease has been declared, or is deemed by its terms to have been declared in default. At the reasonable request of Lessor, Lessee Lessee, at its expense, shall furnish to Lessor an opinion of counsel Officer's Certificate or other evidence satisfactory to Lessor of each such filing or refiling and recordation or rerecordation; it being understood that Lessor shall bear the cost of any such opinion required by it in connection with any voluntary sale or refinancing of the Aircraft by the Lessor in the absence of any Default or Event of Defaultre-recordation. Without limiting the foregoing, Lessee shall do or cause to be done, at Lessee's cost and expense, any and all acts and things which may be required under the terms of the Mortgage Convention (or in the case where such jurisdiction is not a signatory to the Mortgage Convention, under the internal laws of such jurisdiction) to perfect and preserve the title and interest of Lessor or the Lender in the Aircraft within the jurisdiction of any signatory which has ratified the Mortgage Convention if such jurisdiction is in the territory in which Lessee or any Permitted Sublessee may operate the Aircraft, as Lessor may reasonably request. Lessee shall also do or cause to be done, at its own cost and expense, any and all acts and things which may be required under the terms of any other Law involving any jurisdiction in which Lessee (or any Permitted Sublessee) may operate, or any and all acts and things which Lessor may reasonably request, to perfect and preserve Lessor's ownership rights and the rights of the Lender regarding the Aircraft within any such jurisdiction. In addition, Lessee will promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder, including without limitation, if reasonably requested by Lessor at the expense of Lessee, the execution and delivery of supplements or amendments hereto in recordable form, subjecting to this Lease any Replacement Engine and the recording or filing of counterparts thereof, in accordance with the laws of any appropriate jurisdiction.

PERFECTION OF TITLE AND FURTHER ASSURANCES. If at any time time, any filing or recording is reasonably necessary to protect the interest interests of Lessor or the LenderBeneficiaries, Lessee, at its own cost and expenseupon request by Lessor or any Beneficiary, shall cause this Lease, the Mortgage, and any financing statements with respect to its obligations under this Agreement, Lease and any and all additional instruments which shall be executed pursuant to the terms of this Agreement (including, without limitation, those referred to in Section 2(b)(3) hereof), to be kept, filed and recorded and to be re-executed, refiled re-filed and re-recorded in the appropriate office or offices pursuant to applicable Laws, to perfect, protect and preserve the rights and interests of Lessor or the Lender hereunder or under the Mortgage and in the Aircraft, including without limitation the right of the Lessor to repossess, and export from any country the Aircraft, the Engines and the Parts if the Lease has been declared, or is deemed by its terms to have been declared in default. At the reasonable request of LessorLessor or any Beneficiary, Lessee shall furnish to Lessor and each Beneficiary an opinion of counsel or other evidence satisfactory to Lessor of each such filing or refiling re-filing and recordation or rerecordation; it being understood re-recordation. All costs (including attorneys' fees and expenses) relating to effecting and maintaining the registration of this Lease, including the Lease Supplement, or any related document, shall be borne and paid by Lessee. All costs (including attorneys' fees and expenses) relating to effecting and maintaining the registration of the Aircraft with the FAA shall be borne and paid by Lessor or the Beneficiaries, provided that Lessee shall cooperate with Lessor shall and the Beneficiaries in connection therewith as provided above and bear the cost of any such opinion required by it in connection with any voluntary sale or refinancing changing the registration number of the Aircraft by the Lessor in the absence of any Default or Event of DefaultAircraft. Without limiting the foregoing, Lessee shall do or cause to be done, at Lessee's cost and expense, any and all acts and things which may be required under the terms of the Mortgage Convention (or in the case where such jurisdiction is not a signatory to the Mortgage Convention, under the internal laws of such jurisdiction) to perfect and preserve the title and interest of Lessor or the Lender in the Aircraft within the jurisdiction of any signatory which has ratified the Mortgage Convention if such jurisdiction is in the territory in which Lessee or any Permitted Sublessee may intends to operate the Aircraft, as Lessor or any Beneficiary may reasonably request. Lessee shall also do or cause to be done, at its own expense, any and all acts and things which may be required of an aircraft operator under the terms of any other Law involving any jurisdiction in which Lessee (or any Permitted Sublessee) may intends to operate, or any and all acts and things which Lessor or any Beneficiary may reasonably request, to perfect and preserve Lessor's ownership rights and the rights of the Lender regarding the Aircraft within any such jurisdiction. In addition, Lessee will promptly and duly execute and deliver to Lessor such further documents and assurances and take such further actions as Lessor it may from time to time reasonably request in order to more effectively carry out more effectively the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder, including including, without limitation, if reasonably requested by Lessor at the expense of Lessee, the execution and delivery of or supplements or amendments hereto in recordable form, subjecting to this Lease any Replacement Engine and the recording or filing of counterparts thereof, in accordance with the laws Laws of any appropriate jurisdiction.