Express Perfection Requirements definition
Express Perfection Requirements means (a) with respect to each Pool Aircraft and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings, the execution and delivery to each Lessee of a Lessee Notice and (as promptly as practicable but in any event within 120 days of becoming a Pool Aircraft) procurement of a Lessee Acknowledgment; (b) with respect to each Pool Aircraft whose country of registration is the United States and the related Assigned Leases, the applicable FAA filings pursuant to Section 2.08(f) of the Mortgage; and (c) with respect to each Pool Aircraft registered in any country that has not Ratified the Cape Town Convention, the Borrower has delivered a certificate of an officer of the Borrower to the Collateral Agent and the Administrative Agent, in which the Borrower certifies and represents that all actions have been taken (including, without limitation, the execution, delivery, registration and/or filing of any Security Documents and related documents governed by the laws of the jurisdiction of registration of such Pool Aircraft and all other appropriate filings and/or recordings on the local aviation or other applicable register or other actions in the jurisdiction of registration of the applicable Pool Aircraft) that are necessary for the security interests under the Mortgage in favor of the Collateral Agent (for the benefit of the Secured Parties) in the applicable Aircraft Assets as security for the Secured Obligations, to be recognized under the laws of such jurisdiction of registration, subject in priority to no other Liens (other than Permitted Liens), and enforceable in such jurisdiction against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, and all such actions have been taken; provided that any applicable Lessee Acknowledgment shall be delivered in accordance with Section 5.18.
Express Perfection Requirements means (a) with respect to each Pool Aircraft and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(c) of this Agreement, UCC Financing Statement filings, the execution and delivery to each Lessee of a Lessee Notice and the exercise of commercially reasonable efforts to procure, as promptly as practicable, a Lessee Acknowledgment; provided , however , that if a Lessee Acknowledgment with respect to a Lease of an Initial Pool Aircraft pursuant to which the leasing of such Pool Aircraft is in effect on the Effective Date cannot be procured from a Lessee after the exercise of commercially reasonable efforts, then, so long as the Issuer certifies to the Security Trustee that the Lessee received the Lessee Notice and that a lessee acknowledgement or consent is not required by the Lessee under the Lease or applicable Law in order for the lessor or the owner of the Pool Aircraft to grant the Lien in such Pool Aircraft or Lease contemplated hereby, such Lessee Acknowledgment shall not be required; provided , further , however , that, in the case of an Additional Pool Aircraft or a Lease of a Pool Aircraft pursuant to which the leasing of the Pool Aircraft thereunder commences after the Effective Date, the Lessee shall deliver the Lessee Acknowledgement therefor within 180 days after such Additional Pool Aircraft is added to the Designated Pool or the commencement of the leasing of such Pool Aircraft in the case of a Lease pursuant to which the leasing of the Pool Aircraft thereunder commences after the Effective Date, as the case may be; (b) with respect to each Pool Aircraft whose country of registration is the United States and the related Assigned Leases, the applicable FAA filings required pursuant to Section 2.08(d) of this Agreement; (c) with respect to each Pool Aircraft registered in any country that has not Ratified the Cape Town Convention, the Issuer has delivered a certificate of an officer of the Issuer to the Security Trustee, in which the Issuer certifies and represents that all actions have been taken (including the execution, delivery, registration and/or filing of any Security Documents and, if so required, related documents governed by the laws of the jurisdiction of registration of such Pool Aircraft, and all other necessary filings and/or recordings on the local aviation or other applicable register or other actions in the jurisdiction of registration of the applicable Pool Aircraft) that are necessary f...
Express Perfection Requirements means (a) with respect to the Account Collateral, execution and delivery of the Account Control Agreement and the filing of a UCC Financing Statement in the state of California naming the Borrower as the debtor and the Collateral Agent as the secured party and identifying the Account Collateral as the collateral; (b) with respect to any Equity Collateral (including any Equity Collateral related to the Borrower, each Subsidiary Holdco, each Lessor Subsidiary and each Intermediate Lessee), subject to Section 2.07(c) of the Security Agreement, (1) filing appropriate UCC Financing Statements in respect of such Equity Collateral and (2) delivery of such Equity Collateral to the Collateral Agent, which shall be satisfied (i) in the case of each Certificated Security or Instrument by (A) causing the delivery of such Certificated Security or Instrument to the Collateral Agent, registered in the name of the Collateral Agent or duly endorsed by an appropriate person to the Collateral Agent or in blank and, in each case, held by the Collateral Agent, or (B) if such Certificated Security or Instrument is registered in the name of any Securities Intermediary on the books of the issuer thereof or on the books of any Securities Intermediary, by causing such Securities Intermediary to continuously credit by book entry such Certificated Security or Instrument to a Securities Account maintained by such Securities Intermediary in the name of the Collateral Agent and confirming in writing to the Collateral Agent that it has been so credited; and (ii) in the case of each Uncertificated Security, by (A) causing such Uncertificated Security to be continuously registered on the books of the issuer thereof in the name of the Collateral Agent or (B) if such Uncertificated Security is registered in the name of a Securities Intermediary on the books of the issuer thereof or on the books of any securities intermediary of a Securities Intermediary, by causing such Securities Intermediary to continuously credit by book entry such Uncertificated Security to a Securities Account maintained by such Securities Intermediary in the name of the Collateral Agent and confirming in writing to the Collateral Agent that it has been so credited; (c) with respect to any Equity Collateral, in respect of the Pool Aircraft related to such Equity Collateral, the relevant Lessor Subsidiary shall be registered in the country of registration of such Pool Aircraft as the owner and lessor (or, if applicable, ...
Examples of Express Perfection Requirements in a sentence
The provisions of this Section 2.05 shall be deemed to modify the definition of Express Perfection Requirements to the extent the requirements of such provisions of this Section 2.05 may be inconsistent with the requirements of such definition.
The undersigned Grantor hereby confirms that the property described in the attached Annex I (other than Excluded Property) (the “Supplementary Collateral”) constitutes part of the Collateral and all action constituting Express Perfection Requirements with respect to the Supplementary Collateral required under the Aircraft Mortgage and Security Agreement to be accomplished by the undersigned Grantor prior to the execution and delivery hereof have been accomplished.
Issuer shall, to the extent required by the Express Perfection Requirements, deliver to the Security Trustee a Lessee Acknowledgement executed by the lessee of each Pool Aircraft as promptly as practicable after such aircraft is included in the Designated Pool, but in any event no later than 180 days after such date, including with respect to aircraft included in the Designated Pool on the Effective Date.
As promptly as practicable following such substitution, but in no event later than January 31, 2010, the Parent Borrower shall satisfy the Express Perfection Requirements with respect to the Substituted Aircraft.
Failure to complete the Express Perfection Requirements with respect to the Supplemental Geneva Pool Aircraft by January 31, 2010 shall cause the Applicable Margin to increase by 0.50% per annum for so long as such Express Perfection Requirements remain unsatisfied.
More Definitions of Express Perfection Requirements
Express Perfection Requirements means (a) with respect to each Pool Aircraft and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.09(d) of the Security Agreement, UCC Financing Statement filings, the execution and delivery to each Lessee of a Lessee Notice, the satisfaction of the requirements under Section 2.05 of the Security Agreement as to any Chattel Paper Original (if any) and the existence of a consent of the relevant Lessee to the extent required by the Cape Town Convention for an assignment of an International Interest in respect of a Lease to be enforceable against such Lessee; (b) with respect to each Pool Aircraft whose country of registration is the United States and the related Assigned Leases, the applicable FAA filings pursuant to Section 2.09(e) of the Security Agreement; (c) with respect to the Collateral set forth in Sections 2.01(a), (b), (except Collateral related to arrangements described in the definitions of “Local Requirements Exception” or “Own”) (f) or (g) and (to the extent attributable to such clause (a), (b), (subject to such exception) (f) or (g)) (i) and (j) of the Security Agreement, any UCC financing statement filing required pursuant to the UCC to establish and maintain a valid and perfected first priority Lien on such Collateral subject to Permitted Liens and causing each Security Document executed by a Borrower Party incorporated under the laws of Ireland, or its relevant particulars, to be filed in the Irish Companies Registration Office and, where applicable, the Irish Revenue Commissioners within 21 days of execution thereof; and (d) with respect to all Collateral (other than the Pool Aircraft and related Assigned Leases and other Collateral described in Sections 2.01(a), (b), (except Collateral related to arrangements described in the definitions of “Local Requirements Exception” or “Own”) (f) or (g) and (to the extent attributable to such clause (a), (b) or (subject to such exception) (f) or (g)) (i) and (j)) of the Security Agreement), the Borrower has delivered