Common use of Perfection Requirements Clause in Contracts

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 issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion. (ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (a) in any Permitted Foreign Jurisdiction that is not a Contracting State or (b) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby; (iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration the Investment Payment Conditions shall have been satisfied.

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 issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion. (ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (a) in any Permitted Foreign Jurisdiction that is not a Contracting State or (b) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby; (iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration the Investment Payment Conditions shall have been satisfied.

Perfection Requirements. Subject to Section 4.13(c)(iii) below, Borrower the Borrowers shall, at its their sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as Healthcare Credit Agreement Agent) 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 issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion.; (ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (aA) in any Permitted Foreign Jurisdiction that is not a Contracting State or (bB) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby;; and (iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration the Investment Payment Conditions no Default or Event of Default shall have been satisfiedbe in existence.

Perfection Requirements. Subject to Section 4.13(c)(iii) below, Borrower the Borrowers shall, at its their sole cost and expense, take or cause to be taken all steps necessary from time to time to perfect and maintain Agent’s (which, prior to the Separation Date and subject to the Intercreditor Agreement, shall include PNC in its capacity as O&G Credit Agreement Agent) 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 issuance of such codes will be significantly longer than customary time periods for issuance of similar codes in such jurisdiction) and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Agent shall be registered as the holder of the right to discharge such registrations. To the extent that (A) the Agent’s consent is required for any such registration, or (B) the Agent is required to initiate any such registration, the Agent shall cause such consent or such initiation of such registration to be effected at the request of the Borrower, and no Borrower shall be in breach of this section should the Agent fail to do provided that such failure is not a result of any act or omission by Borrower; provided further that the Required Cape Town Registrations shall not be required if the burden or cost outweighs the benefit afforded thereby as determined by Agent in its Permitted Discretion.; (ii) with respect to all Aircraft Collateral, inclusion of the Aircraft and Engines in a New York law Aircraft Mortgage, completion of the applicable requirements set forth in such Aircraft Mortgage and, to the extent possible in the applicable jurisdiction and/or under Applicable Law, filing and maintaining such Aircraft Mortgage with the FAA (including any supplements or modifications from time to time in relation thereto), execution of an Irrevocable Deregistration and Export Authorization Request (“IDERA”) in favor of the Agent in form and substance reasonably acceptable to the Agent, and filing of such IDERA with the applicable Aviation Authority, as confirmed by an opinion of legal counsel in the applicable jurisdiction addressed to and in a form reasonably acceptable to Agent; provided, that no IDERA shall be required to be obtained or filed (aA) in any Permitted Foreign Jurisdiction that is not a Contracting State or (bB) if determined by the Agent in its Permitted Discretion that the burden or cost outweighs the benefit afforded thereby;; and (iii) and in addition to the foregoing, solely with respect to any Aircraft Collateral to be registered in a Permitted Foreign Jurisdiction, prior to or contemporaneously with such registration the Investment Payment Conditions no Default or Event of Default shall have been satisfiedbe in existence.