Common use of REGISTRATION AND RECORDATION Clause in Contracts

REGISTRATION AND RECORDATION. (1) Except for the security interest and the International Interest granted to Security Agent for the ratable benefit of the Lenders pursuant to the Mortgage and except for Permitted Liens, Borrower will own each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral will then be on file or of record in any public office, except such as have been filed in favor of Security Agent, for the ratable benefit of the Lenders, pursuant to the Mortgage. On the Closing Date, except for (1) registering with the International Registry the sale of the ownership interest to the Borrower in the Airframe and each Engine effected by the Bills of Sale, and the filing with the FAA of the Entry Point Filing Forms (and the procurement of authorization codes) with respect thereto, (2) registering with the International Registry the International Interest of Security Agent with respect to the Airframe and each Engine, and the filing with the FAA of the Entry Point Filing Forms (and the procurement of authorization codes) with respect thereto, (3) registering the Aircraft with the FAA in Borrower’s name, (4) filing for recordation (and recording) the FAA-Filed Documents, (5) filing the Financing Statements (and continuation statements relating thereto at periodic intervals), and (6) affixing the nameplates referred to in Section 4.2(f) of the Mortgage, no further action, including filing or recording any document (including any financing statement under UCC Article 9) is necessary in order to establish and perfect Security Agent’s first priority Lien on the Aircraft and the other Collateral, as against Borrower and any other Person, in any applicable jurisdiction in the United States. The security interests and the International Interest granted pursuant to the Mortgage, upon completion of the filings specified in the prior sentence, will constitute valid first priority security interests in all of the Collateral and an International Interest in and to the Airframe and each Engine in favor of Security Agent, for the ratable benefit of the Lenders, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of Borrower and any Persons purporting to purchase any Collateral from Borrower, in any applicable jurisdiction in the United States.