Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on and Security Interest in the Collateral in favor of the Indenture Trustee.
(b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a deposit account is maintained with The Bank of New York Mellon, The Bank of New York Mellon hereby makes the agreements required under the UCC in order for such deposit account to be Delivered. Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly permitted by this subsection 2.01(b).
(c) The Issuer will from time to time execute, authorize and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to:
(i) grant the Security Interest more effectively in all or any portion of the Collateral;
(ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;
(iv) enforce the Receivables, any Collateral Certificates, any Derivative Agreements, any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and each other instrument or agreement designated for inclusion in the Collateral;
(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in the Collateral against the claims of all persons and parties; or
(vi) pay all taxes or assessments levied or assessed upon the Collateral when due.
(d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments of further assurance.
(e) Without limiting the generality of subsection 2.01(b) or (c...
Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or necessary to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders of the Notes and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real
(b) The Company shall furnish or cause to be furnished to the Trustee:
(i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the provisions of the Senior Credit Facility, relating to the creatio...
Recording, Etc. Mortgagor will promptly, and at Mortgagor's expense, record, register, deposit and file this and every other instrument in addition or supplemental hereto in such offices and places and at such times and as often as may be necessary to preserve, protect and renew the lien and security interest hereof as a first lien on and prior perfected security interest in real or personal property, as the case may be, and the rights and remedies of the Trustees, of the Agent and of the other Lender Parties, and otherwise will do and observe all things or matters necessary or expedient to be done or observed by reason of any Applicable Law, for the purpose of effectively creating, maintaining and preserving the lien and security interest hereof on and in the Mortgaged Property.
Recording, Etc. The Company will cause, at its own expense, the Security Documents and all amendments and supplements thereto, to be registered, recorded and filed and/or re-registered, recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect the Lien of the Security Documents on all parts of the Collateral and to effectuate and preserve the security of the Holders and all rights of the Trustee. The Company shall furnish to the Trustee:
(i) promptly after the execution and delivery of the Indenture an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Security Documents, and reciting the details of such action and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating that, in the opinion of such counsel, no such action is necessary to make such Lien and assignment effective; and
(ii) within 30 days after each anniversary date of the execution and delivery of the Indenture, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to the extent necessary to maintain the Lien intended to be created by the Security Documents, and reciting the details of such action and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. The Company shall cause Section 314(d) of the TIA relating t...
Recording, Etc. (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 1303, the Issuer will take all actions necessary to obtain and maintain a perfected lien on and security interest in the Collateral in favor of the Indenture Trustee. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and will take such other action necessary or advisable to:
(i) grant a Security Interest more effectively in all or any portion of the Collateral;
(ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;
(iv) enforce the Collateral Certificate, the Derivative Agreements and each other instrument or agreement included in the Collateral;
(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all persons and parties; or
(vi) pay all taxes or assessments levied or assessed upon the Collateral when due.
Recording, Etc. 78 SECTION 1302. Trust Indenture Act Requirements............................80
Recording, Etc. Forthwith upon the execution and delivery of this Agreement and thereafter from time to time, cause the Security Documents and all other documents and notices with respect thereto (including financing statements and continuation statements, if any), to be promptly filed, registered or recorded (and the Company will cause any such filing, registration and recording to be continued in effect) to such extent, in such manner and in such places (including the Aircraft Registry) as may be necessary or appropriate under any present or future law in order to publish notice of and fully to preserve and protect the validity and priority of the Security Interest, and the interest of the Agent and the Creditors, in the property comprising or intended to comprise the Collateral (including any portion of the Aircraft or any Part which consists of an aircraft engine of 750 or more rated takeoff horsepower, or the equivalent of that horsepower, or a propeller capable of absorbing 750 or more rated takeoff shaft horsepower), and from time to time will perform or cause to be performed any and all other actions, and will execute and deliver or cause to be executed and delivered and filed, registered or recorded any and all other documents, that may be required by applicable law or requested by any Creditor for such publication, preservation and protection. The Company will pay or cause to be paid all filing, registration and recording taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution, delivery and acknowledgment of this Agreement, the Security Documents, financing statements, continuation statements, if any, and other such documents, and all stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, the Security Documents, financing statements, continuation statements and other such documents. The Company will deliver to the Agent (a) promptly after the execution and delivery of any Security Document which subjects additional Collateral other than Aviation Units to the Security Interest, an opinion of legal counsel satisfactory to the Creditors stating either (i) that such Security Document and all other documents have been properly filed, registered and recorded to the extent required by this Section 7.11, and reciting the details of such action or referring to prior opinions of counsel in which such details ...
Recording, Etc. The Mortgagor will promptly, and at the Mortgagor's expense, record, register, deposit and file this and every other instrument in addition or supplemental hereto in such offices and places and at such times and as often as may be necessary to preserve, protect and renew the lien and security interest hereof as a first lien on and prior perfected security interest in real or personal property, as the case may be, subject to the Permitted Encumbrances, and the rights and remedies of the Trustees and of the Collateral Agent, and otherwise will do and observe all things or matters necessary or expedient to be done or observed by reason of any law or regulation of any State or of the United States of America or of any other competent authority, for the purpose of effectively creating, maintaining and preserving the lien and security interest hereof on and in the Mortgaged Property, subject to the Permitted Encumbrances.
Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or desirable to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements or renewals, as the case may be, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the holders of the Notes, the Collateral Agent and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant (a), the Company will cause each Wholly-Owned Restricted Subsidiary that is not in existence on the date hereof to execute and deliver to the Collateral Agent (i) a supplement to the Pledge Agreement substantially in the form of Annex 1 thereto at such time as such Subsidiary owns or possesses property that constitutes Collateral (as defined in the Pledge Agreement) and (ii) a joinder to the Security Agreement substantially in the form of Exhibit 1 thereto pursuant to which such Wholly-Owned Restricted Subsidiary shall become a party to the Security Agreement at such time as such Subsidiary acquires or possesses property that constitutes Collateral (as defined in the Security Agreement). Without limiting the generality of the foregoing covenant (a) on or promptly after the date on which New CDSC exercises the purchase option referred to in the RTI Asset Purchase Agreement, (x) the Company will cause New CDSC to execute and deliver to the Collateral Agent (i) a joinder to the Security Agreement substantially in the form of Exhibit 1 thereto pursuant to which New CDSC shall become a party to the Security Agreement, and (ii) a Mortgage with respect to property acquired by New CDSC that prior to the date hereof was security for the RTI Notes under the RTI Indenture or the security documents relat...
Recording, Etc. (a) The Company shall cause, at the Company's expense, this Indenture and each Security Document, and all amendments or supplements thereto, to be registered, recorded and filed and/or re-recorded and/or re-filed and/or renewed in such manner and in such place or places, if any, as may be reasonably required or as may be reasonably requested by the Trustee in order to preserve, protect and maintain the perfected first-ranking Liens (subject to Permitted Liens) created by the Security Documents on the Security Collateral. The Company shall pay all Mortgages, mortgage recording, stamp, intangible or other similar taxes, charges or fees required to be paid by any government or quasi-government under applicable legal requirements in connection with the execution, delivery, recordation, filing, perfection or enforcement of any of the Security Documents.
(b) The Company shall furnish to the Trustee on June 10th of each year, beginning June 10, 2004, an Opinion or Opinions of Counsel, dated as of such date, either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of (x) this Indenture, the Security Documents and all supplemental indentures and amendments thereto, and (y) financing statements, continuation statements or other instruments of further assurances, as is necessary to maintain the Lien created by each such Security Document and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary to perfect such Lien, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens.
