Perfection Requirement Sample Clauses
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of:
(a) Certificated Securities, each applicable Grantor shall, on or prior to the Closing Date and immediately upon the issuance thereof after the Closing Date, deliver or cause to be delivered to the Collateral Agent, for it to hold in its possession, the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC) or accompanied by undated share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests to be similarly delivered to the Collateral Agent, for it to hold in its possession, regardless of whether such Pledged Equity Interests constitute Certificated Securities. Each delivery after the Closing Date pursuant to the requirement under this clause (a) shall be accompanied by a schedule describing the Certificated Securities and Pledged Equity Interests so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any Certificated Securities or Pledged Equity Interests.
(b) Instruments constituting Pledged Debt, each applicable Grantor shall on or prior to the Closing Date and immediately upon the issuance thereof after the Closing Date, deliver to the Collateral Agent, for it to hold in its possession, all such Instruments duly indorsed or accompanied by an undated transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. Each delivery after the Closing Date pursuant to the requirement under this clause (b) shall be accompanied by a schedule describing the Instruments so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any such Instruments.
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement”:
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of Spare Parts Assets:
(a) The applicable Grantor, at its sole cost and expense, will cause the FAA Filed Documents to be prepared and duly and timely filed and recorded, or filed for recordation with the FAA to the extent permitted or required under Title 49.
(b) The applicable Grantor, at its sole cost and expenses, shall:
(i) Execute and deliver, or cause to be executed and delivered, the Mortgage Location Supplements in form and substance satisfactory to the Appropriate Party.
(ii) Duly prepare and file, or cause to be duly prepared and filed, the FAA Filed Documents for recordation with the FAA in accordance with Title 49 and the regulations thereunder.
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement”:
(a) Notwithstanding anything to the contrary herein or in the Loan Agreement, in no event shall any Grantor be required to make any Intellectual Property filing in a jurisdiction other than the United States (or any state thereof) to perfect the Secured Parties’ security interest in the Loyalty Program Intellectual Property.
(b) Notwithstanding anything to the contrary herein or in the Loan Agreement, in no event shall any Grantor be required to make any Required Filings for any Loyalty Program Assets set forth in Section 9(a)(ix)(H) of this Annex other than the filing of UCC financing statements (including any fixture filing, as applicable) in each governmental, municipal or other office specified in Schedules 2(a) and 2(b) to the Perfection Certificate.
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of Aircraft and Engine Assets:
(a) The applicable Grantor, at its sole cost and expense, shall on or within one (1) Business Day after the Closing Date or the date of execution of any Pledge Supplement:
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of Spare Parts Assets:
(a) The applicable Grantor, at its sole cost and expense, will cause the FAA Filed Documents to be prepared and duly and timely filed and recorded, or filed for recordation with the FAA to the extent permitted or required under Title 49.
(b) The applicable Grantor, at its sole cost and expenses, shall:
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of Aircraft and Engine Assets:
(a) The applicable Grantor, at its sole cost and expense, shall on or within one (1) Business Day after the Closing Date or the date of execution of any Pledge Supplement:
(i) execute and deliver, or cause to be executed and delivered, the Mortgage Supplements in form and substance satisfactory to the Appropriate Party;
(ii) duly prepare and file, or cause to be duly prepared and filed, the FAA Filed Documents for recordation with the FAA in accordance with Title 49 and the regulations thereunder; and
(iii) duly prepare and make, or cause to be duly prepared and made, all registrations of the International Interests with respect to such Collateral in the International Registry.
(b) The applicable Grantor, at is sole cost and expense, will on or within a commercially reasonable time after the Closing Date or the date of execution of any Pledge Supplement, as applicable, cause to be affixed to, and maintained in, the cockpit of all Airframes constituting Collateral and on all Engines constituting Collateral, in a clearly visible location, a placard of a reasonable size and shape bearing the legend: “Subject to a security interest in favor of The Bank of New York Mellon, as Collateral Agent for the benefit of the Secured Parties.”
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of Eligible Real Property:
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement”:
(a) Notwithstanding anything to the contrary herein or in the Loan Agreement, in no event shall any Grantor be required to make any Intellectual Property filing in a jurisdiction other than the United States (or any state thereof) to perfect the Secured Parties’ security interest in the Flight Simulator Intellectual Property.
Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of Aircraft and Engine Assets: