Common use of Post-Closing Requirement Clause in Contracts

Post-Closing Requirement. Without limiting Section 4.1(d), each Grantor agrees that (i) it shall cooperate with the Agent to perfect all security interests in the Specified Aircraft, WIP Aircraft and Specified Engines and all propellers owned by the Grantors as of the Third Amendment Effective Date (other than those subject to the Effective Date Senior Aircraft Security Agreements) by (x) filing an Aircraft Security Agreement, in form and substance reasonably satisfactory to the Agent, with the FAA naming the Agent as secured party (each, a “Post-Effective Date Senior Aircraft Security Agreement”) and registering an International Interest with the International Registry not more than seven (7) Business Days (or such longer period as may be agreed to by the Agent in its sole discretion) from the Third Amendment Effective Date, and (y) taking all other action as necessary or advisable so that the Agent shall have a first priority perfected security interest in such aircraft, aircraft engines and propellers. Each Post-Effective Date Senior Aircraft Security Agreement shall specify the following: (A) the security interest in favor of the Agent in the Specified Aircraft, the Specified Engines and all propellers owned by the Grantors as of the Third Amendment Effective Date shall be for the benefit of the Agent and the Senior Tranche Lenders and shall secure solely the Senior Tranche Obligations and certain Obligations owing favor of Agent (in a manner similar to the Effective Date Senior Aircraft Security Agreements); and (B) the security interest in favor of the Agent in the WIP Aircraft shall be for the benefit of the Secured Parties and shall secure (x) the Senior Tranche Obligations and certain Obligations owing in favor of Agent (in a manner similar to the Effective Date Senior Aircraft Security Agreements) and (y) all other Secured Obligations in an amount, in the case of this clause (y), equal to the excess, if any, of (1) the aggregate value of the Grantors’ inventory of airframes, aircraft and parts maintained for production of commercial aircraft upon which the Agent for the benefit of the Secured Parties has a perfected first-priority security interest as of the Third Amendment Effective Date over (2) the aggregate value of the Grantors’ inventory of airframes, aircraft and parts maintained for production of commercial aircraft upon which the Agent for the benefit of the Secured Parties has a perfected first-priority security interest as of the Termination Date; provided, that upon any aircraft set forth on Exhibit B-1 to the Third Amendment Officer’s Certificate obtaining an airworthiness certificate from the FAA, (i) such aircraft shall be deemed to thereafter constitute a Specified Aircraft for all purposes of this Agreement and (ii) such aircraft shall be excluded from the determination of the amount set forth in the foregoing clause (B)(y). The Grantors shall not obtain airworthiness certificates from the FAA with respect to any aircraft except in the ordinary course of business consistent with past practice.