Perfection Requirements. Subject to Section 4.13(c)(iii) below, Borrower shall, at its sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s first priority perfected security interest (subject only to Permitted Encumbrances) in the Aircraft Collateral (the “Perfection Requirements”), as set forth below:
(i) with respect to all Aircraft Collateral, each Borrower shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Agent may reasonably request, to effect the registration with the International Registry (including any documents, instruments or filings in the State of Registration to give effect to such registrations) of: (i) the International Interest, if any, created by this Agreement with respect to such Aircraft or Engine; (ii) the International Interest provided for in any Cape Town Lease to which such Borrower is a lessor or lessee; (iii) the assignment to the Agent of each International Interest described in clause (ii); and (iv) with respect to any after-acquired Aircraft Collateral in accordance with Section 6.19, [PHI Group] Revolving Credit, Term Loan and Security Agreement the contract of sale with respect to any Aircraft by which title to such Aircraft is conveyed by or to such Borrower (collectively, the “Required Cape Town Registrations”); provided that (1) on or prior to the date that an Aircraft or Engine is owned by any Borrower, the relevant Borrower shall cause its International Registry administrator (acting directly or through a Transacting User Entity (as defined in the Cape Town Convention) or a Professional User Entity (as defined in the Cape Town Convention) to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (i) through (iv) above (or if such registrations require receipt after such date from the applicable relevant governmental entity of any codes, such later date that is as promptly as reasonably practicable after receipt of such codes, provided that such codes are procured diligently and within the customary time period for the applicable jurisdiction in accordance with the advice of counsel to the Borrower in the applicable jurisdiction and such Borrower shall inform the Agent if such counsel advises the Borrower that such counsel anticipates the time period for the ...
Perfection Requirements. The parties hereto agree that for all purposes of this Agreement, the perfection of the security interest of the Collateral Agent in the Aircraft Collateral, including the Aircraft, Airframes, Engines and leases shall be accomplished exclusively (and notwithstanding any general or specific authorizing language regarding filings, registration or perfection set forth in any other Loan Document) in accordance with the following terms (the “Perfection Requirements”): (a) With respect to the Aircraft, Airframes and Engines listed in Schedule 1 and Spare Parts located at the Spare Parts Locations set forth in Schedule 2, the security interest of Collateral Agent shall be perfected by: (i) the filing and the recordation of this Agreement by the Debtors with the FAA (including with respect to the Spare Parts Locations); (ii) each Debtor shall register and Collateral Agent shall consent to the registration of the international interests hereunder with the International Registry the Aircraft, Airframes and Engines identified by serial number in Schedule 1 that are owned by such Debtor; and (iii) the filing by the Debtors with respect to each of the Debtors, of a UCC-1 with the Nevada Secretary of State describing the Aircraft Collateral (the form and content of which has been reviewed and approved by Debtors prior to the filing thereof).
(b) With respect to the Existing Leases, the security interest of Collateral Agent shall be perfected by the UCC-1 filings by the Debtors under Section 2.17 (a)(iii). 19
(c) With respect to any Aircraft, Airframe or Engine acquired after the date of this Agreement that does not, at the time of its acquisition, constitute Part-Out Equipment, no later than the last calendar day of the month next succeeding the month in which such Aircraft, Airframe or Engine was acquired (the month of acquisition, the “Acquisition Month”), the security interest of Collateral Agent in such Aircraft, Airframe or Engine shall be perfected by the registration by the Debtors and the consent to such registrations by Collateral Agent of an international interest relating to the Lien created by the Aircraft Security Agreement over such Aircraft, Airframe or Engine.
(d) With respect to any Aircraft, Airframe or Engine acquired after the date of this Agreement, which Aircraft or Airframe is registered with the FAA or which Engine is located in the United States, provided such Aircraft, Airframe and/or Engine does not constitute Part-Out Equipment, no later than...
Perfection Requirements. The Issuer will not (x) change any of (i) its corporate name, (ii) the name under which it does business or (iii) the jurisdiction in which it is incorporated or (y) amend any provision of its memorandum of association or bye-laws, in each case, without the prior written consent of the Series 2020-1 Control Party. The Issuer shall make such filing and take such actions as the Series 2020-1 Noteholder may request in order to maintain the Lien of the Indenture Trustee in the Collateral.
Perfection Requirements the filing of appropriate UCC and PPSA financing statements, registration of the particulars of each Security Document granted by a U.K. Domiciled Obligor at Companies House in England and Wales under section 859A of the Companies Act 2006, and, in each case, payment of associated fees, the filing of Intellectual Property Security Agreements or other appropriate instruments or notices with the U.S. Patent and Trademark Office, the U.S. Copyright Office and the Canadian Intellectual Property Office, registration of the particulars of each Security Document creating a Lien at the Trade Marks Registry at the Patent Office in England and Wales and payment of associated fees, the proper recording or filing, as applicable, of Mortgages and fixture filings with respect to any Real Estate, in each case in favor of the Agent for the benefit of the applicable Secured Parties and the delivery to the Agent of any stock certificate or promissory note, together with instruments of transfer executed in blank and the delivery of any notices of security to third parties to the extent required to be delivered under the U.K. Security Agreements, in each case, to the extent required by the applicable Loan Documents and/or any other perfection action required under the terms of any Security Document. Permitted Acquisition: any acquisition made by the Parent or any of its Restricted Subsidiaries, whether by purchase, merger, amalgamation or otherwise, of (a) all or substantially all of the assets, or any business line, unit or division or product line (including research and development and related assets in respect of any product) of, any Person or (b) a majority of the outstanding Capital Stock of any Person, but in any event, including any Investment in (x) any Restricted Subsidiary the effect of which is to increase the Parent’s or any Restricted Subsidiary’s equity ownership in such Restricted Subsidiary or (y) any joint venture for the purpose of increasing the Parent’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture; provided that (i) such acquisition was not effected pursuant to a hostile offer, (ii) at the applicable time elected by the Borrower Agent in accordance with Section 1.5.2, no Event of Default under Sections 11.1(a), (or with respect to the Borrowers) (f) or (g) shall be continuing and (iii) the purchase consideration payable in respect of all Permitted Acquisitions (including the proposed Acquisition and including deferred p...
Perfection Requirements. Subject to Section 4.13(c)(iii) below, Borrower shall, at its sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s first priority perfected security interest (subject only to Permitted Encumbrances) in the Aircraft Collateral (the “Perfection Requirements”), as set forth below:
Perfection Requirements. Each of the Facility Collateral Requirement and the Shared Collateral Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the First Amendment Effective Date and signed by a Senior Officer, on behalf of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Credit Agreement or have been released; provided that at the option of the Borrower satisfaction of the requirement of deposit account and securities account control agreements may be satisfied no later than 45 days after the First Amendment Effective Date (or such later date to which the Collateral Agent may agree in writing and in its sole discretion).
Perfection Requirements. The Borrower shall promptly obtain or comply with any regulations, filings, notices and other actions and steps required to be made in any jurisdiction in order to perfect the Security created by the Shareholder’s Security Agreements or in order to achieve the relevant priority for such Security of which the Borrower is aware or which are notified to it by the Lender.
Perfection Requirements. Each Grantor shall deliver to the Collateral Agent all UCC financing statements or continuation statements as may be necessary or desirable, or as the Collateral Agent may reasonably request, in order to effect, reflect, perfect or preserve any security interest or Lien granted to the Collateral Agent.
Perfection Requirements. The relevant Chargor shall promptly comply with all Perfection Requirements.
Perfection Requirements. Evidence that all authorizations necessary for any matter or thing contemplated by the Aircraft Security Documents and for the legality, validity, enforceability, admissibility in evidence and effectiveness of the Aircraft Security Documents have been obtained or effected on an unconditional basis and remain in full force and effect (or, in the case of effecting of any registrations and filings, that arrangements satisfactory to Loan Trustee have been made for the effecting of the same simultaneous with delivery of the Aircraft), including but not limited to, filing with the Aviation Authority of the following documents:
(A) Bxxx of Sale over the Aircraft;
(B) Certificate of Cancelation of prior registration of the Aircraft or Certificate evidencing no prior registration exists;
(C) Export Certificate of Airworthiness;
(D) Invoice issued in respect of the Aircraft by the Manufacturer in the name of the Owner;
(E) Lease;
(F) Local Mortgage; and
(G) Any other document the Aviation Authority may require.
