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 the last calendar day of the month next succeeding the Acquisition Month, the relevant Debtor shall cause to be filed with the FAA an Aircraft Security Agreement Supplement in the form of Exhibit B hereto with respect to such Aircraft, Airframe or Engine and cause an IDERA for the FAA-registered Airframe to be delivered to Collateral Agent. (e) With respect to any lease of an Aircraft entered into after the date of this Agreement with respect to an Aircraft that is registered with the FAA, no later than the last calendar day of the month next succeeding the month such lease went into effect, the security interest of Collateral Agent shall be perfected by: (i) the filing and recordation by the relevant Debtor of the lease with the FAA; (ii) the filing of a Lease Security Assignment in the form of Exhibit A with respect to such leases; and (iii) registration by the Debtor-lessor under such leases and the consent to such registration by Collateral Agent with the International Registry the international interest of Collateral Agent over such leases. (f) With respect to the lease of any Aircraft entered into after the date of this Agreement (excluding any lease in effect at the time an Aircraft is acquired), such lease shall be perfected by the applicable Debtor by causing one original copy of the lease to be designated as the “tangible chattel paper” copy of such lease and, no later than 30 days following the execution of such lease, such Debtor shall cause such chattel paper original of the lease to be delivered to Collateral Agent following its execution. (g) Debtors shall satisfy all obligations relating to the Aircraft Collateral set forth on Schedule 5.14 to the Credit Agreement. (h) With respect to any Aircraft registered in a jurisdiction outside of the United States, no later than ten (10) Business Days following such registration, Debtor shall take such commercially reasonable action as the laws of such jurisdiction prescribe to grant Collateral Agent a first priority perfected security interest over such Aircraft that would be recognized in such jurisdiction (including, without limitation, the entering into and filing of a mortgage that would be recognized under such jurisdiction); provided that at any given time Debtors, collectively, shall be entitled: 20 (i) to have 10% of their Aircraft (by number) registered outside of the United States in connection with one or more leases thereof for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Aircraft or lease thereof in foreign jurisdictions (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease with respect to such Aircraft as set forth under the terms of this Agreement, and (ii) to have 10% of their Engines (by number) located outside the United States under one or more engine leases (which excludes any Engines subject to Aircraft leases whereunder the Aircraft are registered outside the United States) for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Engine or lease thereof in any foreign jurisdiction (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease with respect to such Engine. (i) Debtors shall perform their obligations under Sections 2.13, 2.15 and 3.03 of this Agreement. Article 3.
Appears in 1 contract
Samples: Aircraft Security Agreement
Perfection Requirements. The parties hereto agree that for all purposes of this AgreementOn such Drawing Date, the perfection following statements shall be correct, and the Agent shall have received evidence reasonably satisfactory to it (including printouts of the security interest of the Collateral Agent “priority search certificates” (as defined in the Aircraft Collateral, including Regulations for 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 DocumentInternational Registry) in accordance with from the following terms (the “Perfection Requirements”): (a) With respect International Registry relating to the Aircraft, Airframes Airframe and Engines listed in Schedule 1 and Spare Parts located at each Engine) to the Spare Parts Locations set forth in Schedule 2, the security interest of Collateral Agent shall be perfected by: effect that:
(i) the filing Borrower has good and legal title to such Designated Aircraft free and clear of all Liens;
(ii) the FAA Entry Point Filing Form (AC Form 8050-135), the Lease, the Mortgage and the recordation of this Agreement by the Debtors with the FAA (including Mortgage Supplement with respect to the Spare Parts Locations); (ii) each Debtor such Designated Aircraft shall register and Collateral Agent shall consent have been duly filed for recordation with the Federal Aviation Administration pursuant to the registration Federal Aviation Act;
(iii) such Designated Aircraft is registered in the name of the Borrower with the Federal Aviation Administration;
(iv) the Security Trustee has a duly perfected Lien of record in and to such Designated Aircraft and the Airframe and Engines included in such Designated Aircraft, the Lease and the other Collateral, and the Security Trustee, as collateral assignee of the Lease under the Mortgage, shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and the Engines and to enforce any of its other rights or remedies as provided in the Lease and the Mortgage in the event of a case under Chapter 11 of the Bankruptcy Code in which the Lessee is a debtor;
(A) the international interests hereunder interest with respect to the Airframe and each Engine under the Mortgage and Mortgage Supplement shall have been (or shall be concurrently) registered with the International Registry with the AircraftSecurity Trustee as creditor and the Borrower as debtor, Airframes and Engines identified by serial number in Schedule 1 that are owned by such Debtor; and (iiiB) the filing by the Debtors international interest with respect to the Airframe and each of Engine under the Debtors, of a UCC-1 with the Nevada Secretary of State describing the Aircraft Collateral Lease shall have been (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 or shall be perfected by the UCC-1 filings by the Debtors under Section 2.17 (a)(iii). 19
(cconcurrently) 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 the last calendar day of the month next succeeding the Acquisition Month, the relevant Debtor shall cause to be filed with the FAA an Aircraft Security Agreement Supplement in the form of Exhibit B hereto with respect to such Aircraft, Airframe or Engine and cause an IDERA for the FAA-registered Airframe to be delivered to Collateral Agent.
(e) With respect to any lease of an Aircraft entered into after the date of this Agreement with respect to an Aircraft that is registered with the FAA, no later than the last calendar day of the month next succeeding the month such lease went into effect, the security interest of Collateral Agent shall be perfected by: (i) the filing and recordation by the relevant Debtor of the lease with the FAA; (ii) the filing of a Lease Security Assignment in the form of Exhibit A with respect to such leases; and (iii) registration by the Debtor-lessor under such leases and the consent to such registration by Collateral Agent with the International Registry with the Borrower as creditor and the Lessee as debtor, (C) the assignment of international interest under the Mortgage and the Mortgage Supplement (in respect of the international interest under the Lease, including an assignment of Collateral Agent over the right to discharge such leases.
international interest) shall have been (for shall be concurrently) With registered with the International Registry with the Security Trustee as assignee and the Borrower as assignor and (D) the contract of sale with respect to the lease Airframe and each Engine under the Bills of Sale shall have been (or shall be concurrently) registered with the International Registry with the seller as seller and the Borrower as buyer, and there shall exist no other undischarged registered international interest with respect to the Airframe or any Aircraft entered into after Engine on the date International Registry;
(vi) the representations and warranties of each of the Borrower, the Borrower Parent and the Lessee contained in this Agreement (excluding or any lease in effect at the time an Aircraft other Basic Documents to which it is acquired), such lease a party shall be perfected by the applicable Debtor by causing one original copy true and correct on and as of the lease Drawing Date as though made on and as of the Drawing Date, except to be designated the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as the “tangible chattel paper” copy of such lease and, no later than 30 days following the execution of such lease, such Debtor shall cause such chattel paper original of the lease to be delivered to Collateral Agent following its execution.earlier date);
(gvii) Debtors no event shall satisfy all obligations relating have occurred and be continuing which constitutes a Default or an Event of Default under the Mortgage; and
(viii) no event shall have occurred and be continuing which constitutes an Event of Loss with respect to the Aircraft Collateral set forth on Schedule 5.14 to or the Credit AgreementAirframe or which would constitute an Event of Loss after notice or lapse of time or both.
(h) With respect to any Aircraft registered in a jurisdiction outside of the United States, no later than ten (10) Business Days following such registration, Debtor shall take such commercially reasonable action as the laws of such jurisdiction prescribe to grant Collateral Agent a first priority perfected security interest over such Aircraft that would be recognized in such jurisdiction (including, without limitation, the entering into and filing of a mortgage that would be recognized under such jurisdiction); provided that at any given time Debtors, collectively, shall be entitled: 20
(i) to have 10% of their Aircraft (by number) registered outside of the United States in connection with one or more leases thereof for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Aircraft or lease thereof in foreign jurisdictions (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease with respect to such Aircraft as set forth under the terms of this Agreement, and (ii) to have 10% of their Engines (by number) located outside the United States under one or more engine leases (which excludes any Engines subject to Aircraft leases whereunder the Aircraft are registered outside the United States) for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Engine or lease thereof in any foreign jurisdiction (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease with respect to such Engine. (i) Debtors shall perform their obligations under Sections 2.13, 2.15 and 3.03 of this Agreement. Article 3.
Appears in 1 contract
Perfection Requirements. The parties hereto agree that for all purposes of this AgreementOn each Drawing Date, the perfection following statements shall be correct, and the Administrative Agent shall have received evidence reasonably satisfactory to it (including printouts of the security interest of the Collateral Agent "priority search certificates" (as defined in the Aircraft Collateral, including Regulations for 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 DocumentInternational Registry) in accordance with from the following terms (the “Perfection Requirements”): (a) With respect International Registry relating to the Aircraft, Airframes Airframe and Engines listed in Schedule 1 and Spare Parts located at each Engine) to the Spare Parts Locations set forth in Schedule 2, the security interest of Collateral Agent shall be perfected by: effect that:
(i) the filing Borrower has good and legal title to the Aircraft free and clear of all Liens other than Permitted Liens;
(ii) the FAA Entry Point Filing Form (AC Form 8050-135), the Lease, the Mortgage and the recordation of this Agreement by the Debtors with the FAA (including Mortgage Supplement with respect to the Spare Parts Locations); (ii) each Debtor Aircraft shall register and Collateral Agent shall consent have been duly filed for recordation with the Federal Aviation Administration pursuant to the registration Federal Aviation Act;
(iii) the Aircraft is registered in the name of the Borrower with the Federal Aviation Administration;
(iv) the Security Trustee has a duly perfected Lien of record in and to the Aircraft and the Airframe and Engines included in the Aircraft, the Lease and the other Collateral, and the Security Trustee, as collateral assignee of the Lease under the Mortgage, shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and the Engines and to enforce any of its other rights or remedies as provided in the Lease and the Mortgage in the event of a case under Chapter 11 of the Bankruptcy Code in which the Lessee is a debtor;
(A) the international interests hereunder interest with respect to the Airframe and each Engine under the Mortgage and Mortgage Supplement shall have been (or shall be concurrently) registered with the International Registry with the AircraftSecurity Trustee as creditor and the Borrower as debtor, Airframes and Engines identified by serial number in Schedule 1 that are owned by such Debtor; and (iiiB) the filing by the Debtors international interest with respect to the Airframe and each of Engine under the Debtors, of a UCC-1 with the Nevada Secretary of State describing the Aircraft Collateral Lease shall have been (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 or shall be perfected by the UCC-1 filings by the Debtors under Section 2.17 (a)(iii). 19
(cconcurrently) 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 the last calendar day of the month next succeeding the Acquisition Month, the relevant Debtor shall cause to be filed with the FAA an Aircraft Security Agreement Supplement in the form of Exhibit B hereto with respect to such Aircraft, Airframe or Engine and cause an IDERA for the FAA-registered Airframe to be delivered to Collateral Agent.
(e) With respect to any lease of an Aircraft entered into after the date of this Agreement with respect to an Aircraft that is registered with the FAA, no later than the last calendar day of the month next succeeding the month such lease went into effect, the security interest of Collateral Agent shall be perfected by: (i) the filing and recordation by the relevant Debtor of the lease with the FAA; (ii) the filing of a Lease Security Assignment in the form of Exhibit A with respect to such leases; and (iii) registration by the Debtor-lessor under such leases and the consent to such registration by Collateral Agent with the International Registry with the Borrower as creditor and the Lessee as debtor, (C) the assignment of international interest under the Mortgage and the Mortgage Supplement (in respect of the international interest under the Lease, including an assignment of Collateral Agent over the right to discharge such leases.
international interest) shall have been (for shall be concurrently) With registered with the International Registry with the Security Trustee as assignee and the Borrower as assignor and (D) the contract of sale with respect to the lease Airframe and each Engine under the Bills of any Aircraft entered into after the date of this Agreement Sale shall have been (excluding any lease in effect at the time an Aircraft is acquired), such lease or shall be perfected by concurrently) 24007359992-v10 - 40 - 80-41061491 registered with the applicable Debtor by causing one original copy of International Registry with the lease to be designated seller as seller and the “tangible chattel paper” copy of such lease and, no later than 30 days following the execution of such lease, such Debtor shall cause such chattel paper original of the lease to be delivered to Collateral Agent following its execution.
(g) Debtors shall satisfy all obligations relating to the Aircraft Collateral set forth on Schedule 5.14 to the Credit Agreement.
(h) With respect to any Aircraft registered in a jurisdiction outside of the United States, no later than ten (10) Business Days following such registration, Debtor shall take such commercially reasonable action Borrower as the laws of such jurisdiction prescribe to grant Collateral Agent a first priority perfected security interest over such Aircraft that would be recognized in such jurisdiction (including, without limitation, the entering into and filing of a mortgage that would be recognized under such jurisdiction); provided that at any given time Debtors, collectively, shall be entitled: 20
(i) to have 10% of their Aircraft (by number) registered outside of the United States in connection with one or more leases thereof for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Aircraft or lease thereof in foreign jurisdictions (pursuant to the Perfection Requirements above)buyer, and (B) comply with Section 2.16 (a) and (b), there shall exist no other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease undischarged registered international interest with respect to such Aircraft as set forth under the terms of this Agreement, and (ii) to have 10% of their Engines (by number) located outside Airframe or any Engine on the United States under one or more engine leases (which excludes any Engines subject to Aircraft leases whereunder the Aircraft are registered outside the United States) for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Engine or lease thereof in any foreign jurisdiction (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease with respect to such Engine. (i) Debtors shall perform their obligations under Sections 2.13, 2.15 and 3.03 of this Agreement. Article 3.International Registry;
Appears in 1 contract
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 Aircrafttangible Instruments or Tangible Chattel Paper included in the Collateral with a value in excess of $5,000, Airframe and with respect to any certificated security included in the Collateral, each Grantor shall deliver to the Lender the certificates evidencing such certificated securities, tangible Instruments or Engine acquired after Tangible Chattel Paper duly indorsed by an effective indorsement (within the date meaning of this Agreement that does not, at the time of its acquisition, constitute PartSection 8-Out Equipment, no later than the last calendar day 107 of the month next succeeding the month in which such Aircraft, Airframe or Engine was acquired (the month of acquisition, the “Acquisition Month”New York UCC), the security interest or accompanied by share transfer powers or other instruments of Collateral Agent transfer duly endorsed by such an effective endorsement, in such Aircrafteach case, Airframe to Lender 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 Enginein blank.
(dii) 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 uncertificated security included in the United States, provided such Aircraft, Airframe and/or Engine does not constitute Part-Out Equipment, no later than Collateral and issued by an issuer formed under the last calendar day laws of the month next succeeding the Acquisition MonthUnited States or any political subdivision thereof (other than any uncertificated securities credited to a Securities Account), the relevant Debtor each Grantor shall cause the issuer of such uncertificated security to be filed either (i) register Lender as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to Lender pursuant to which such issuer agrees to comply with the FAA an Aircraft Security Agreement Supplement in the form of Exhibit B hereto Lender’s instructions with respect to such Aircraftuncertificated security without further consent by such Grantor; provided, Airframe or Engine however, that Lender shall only issue instructions with respect to such uncertificated security without the consent of such Grantor upon the occurrence and cause during the continuance of an IDERA for the FAA-registered Airframe to be delivered to Collateral AgentEvent of Default.
(eiii) With respect to any lease of an Aircraft entered into after the date of this Agreement with respect to an Aircraft that is registered with the FAADeposit Accounts, no later than the last calendar day of the month next succeeding the month such lease went into effectSecurities Accounts, the security interest of Collateral Agent shall be perfected by: (i) the filing Security Entitlements, Commodity Accounts and recordation by the relevant Debtor of the lease with the FAA; (ii) the filing of a Lease Security Assignment Commodity Contracts included in the Collateral, each Grantor shall ensure that Lender has Control thereof including through the entry into of one or more control agreements in form of Exhibit A with respect and substance reasonably satisfactory to such leases; and (iii) registration by the Debtor-lessor under such leases and the consent to such registration by Collateral Agent with the International Registry the international interest of Collateral Agent over such leasesLender.
(f) With respect to the lease of any Aircraft entered into after the date of this Agreement (excluding any lease in effect at the time an Aircraft is acquired), such lease shall be perfected by the applicable Debtor by causing one original copy of the lease to be designated as the “tangible chattel paper” copy of such lease and, no later than 30 days following the execution of such lease, such Debtor shall cause such chattel paper original of the lease to be delivered to Collateral Agent following its execution.
(g) Debtors shall satisfy all obligations relating to the Aircraft Collateral set forth on Schedule 5.14 to the Credit Agreement.
(hiv) With respect to any Aircraft registered Letter-of-Credit Rights with respect to a letter of credit included in the Collateral (other than any Letter-of-Credit Rights constituting a jurisdiction outside Supporting Obligation for a Receivable in which Lender has a valid and perfected security interest), upon request by Lender, Grantor shall ensure that Lender has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the United States, no later than ten (10) Business Days following such registration, Debtor shall take such commercially reasonable action as the laws proceeds of such jurisdiction prescribe letter of credit to grant Collateral Agent a first priority perfected security interest over such Aircraft Lender; provided, however, that would be recognized in such jurisdiction (including, without limitation, the entering into and filing of a mortgage that would be recognized under such jurisdiction); provided that at any given time Debtors, collectively, Lender shall be entitled: 20
(i) to have 10% of their Aircraft (by number) registered outside of the United States in connection with one or more leases thereof for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Aircraft or lease thereof in foreign jurisdictions (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease only issue instructions with respect to such Aircraft Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of an Event of Default.
(v) With respect to any Electronic Chattel Paper or “transferable record” (as set forth under that term is defined in Section 201 of the terms Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of this Agreementthe Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral with a value in excess of $5,000 in any one record and $50,000 in the aggregate, Grantor shall ensure that Lender has Control thereof.
(vi) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents or applications therefor, registered Trademarks or applications therefor, or registered Copyrights or applications therefor, each Grantor that is an owner or assignee of such intellectual property shall upon the Closing or within thirty (30) days of acquisition thereof execute and deliver to Lender a short form security agreement in substantially the form of Exhibit J-1 or Exhibit J-2 hereto, as applicable, (iior a supplement thereto) covering all such intellectual property in appropriate form for recordation with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as the case may be, with respect to have 10% of their Engines (by number) located outside the United States under one or more engine leases (which excludes any Engines subject to Aircraft leases whereunder the Aircraft are registered outside the United States) for which no actions have been taken to (A) perfect Collateral Agent’s first priority security interest over such Engine or lease thereof in any foreign jurisdiction and Lien of Lender.
(pursuant to vii) Without limiting the Perfection Requirements abovegenerality of Section 4.1(c), and concurrent with the delivery of the Financial Statements required by Sections 5.01(a), (B) comply with Section 2.16 (ab) and (b)c) of the Credit Agreement, other than to Grantors shall deliver to Collateral Agent a Lender any updated, supplemental or additional information responsive to all of the Exhibits to this Security Agreement in an annual perfection certificate of insurance evidencing supplement, which supplement shall be reasonably satisfactory to the insurance required to be carried Lender in form and maintained under such lease with respect to such Engine. (i) Debtors shall perform their obligations under Sections 2.13, 2.15 and 3.03 of this Agreement. Article 3substance.
Appears in 1 contract
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 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 the last calendar day of the month next succeeding the Acquisition Month, the relevant Debtor shall cause to be filed with the FAA an Aircraft Security Agreement Supplement in the form of Exhibit B hereto with respect to such Aircraft, Airframe or Engine and cause an IDERA for the FAA-registered Airframe to be delivered to Collateral Agent.
(e) With respect to any lease of an Aircraft entered into after the date of this Agreement with respect to an Aircraft that is registered with the FAA, no later than the last calendar day of the month next succeeding the month such lease went into effect, the security interest of Collateral Agent shall be perfected by: :
(i) the filing and recordation by the relevant Debtor of the lease with the FAA; ;
(ii) the filing of a Lease Security Assignment in the form of Exhibit A with respect to such leases; and and
(iii) registration by the Debtor-lessor under such leases and the consent to such registration by Collateral Agent with the International Registry the international interest of Collateral Agent over such leases.
(f) With respect to the lease of any Aircraft entered into after the date of this Agreement (excluding any lease in effect at the time an Aircraft is acquired), such lease shall be perfected by the applicable Debtor by causing one original copy of the lease to be designated as the “tangible chattel paper” copy of such lease and, no later than 30 days following the execution of such lease, such Debtor shall cause such chattel paper original of the lease to be delivered to Collateral Agent following its execution.
(g) Debtors shall satisfy all obligations relating to the Aircraft Collateral set forth on Schedule 5.14 to the Credit Agreement.
(h) With respect to any Aircraft registered in a jurisdiction outside of the United States, no later than ten (10) Business Days following such registration, Debtor shall take such commercially reasonable action as the laws of such jurisdiction prescribe to grant Collateral Agent a first priority perfected security interest over such Aircraft that would be recognized in such jurisdiction (including, without limitation, the entering into and filing of a mortgage that would be recognized under such jurisdiction); provided that at any given time Debtors, collectively, shall be entitled: 20:
(i) to have 10% of their Aircraft (by number) registered outside of the United States in connection with one or more leases thereof for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Aircraft or lease thereof in foreign jurisdictions (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease with respect to such Aircraft as set forth under the terms of this Agreement, and and
(ii) to have 10% of their Engines (by number) located outside the United States under one or more engine leases (which excludes any Engines subject to Aircraft leases whereunder the Aircraft are registered outside the United States) for which no actions have been taken to (A) perfect Collateral Agent’s security interest over such Engine or lease thereof in any foreign jurisdiction (pursuant to the Perfection Requirements above), and (B) comply with Section 2.16 (a) and (b), other than to deliver to Collateral Agent a certificate of insurance evidencing the insurance required to be carried and maintained under such lease with respect to such Engine. .
(i) Debtors shall perform their obligations under Sections 2.13, 2.15 and 3.03 of this Agreement. Article 3.
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