Perfected Security Interests. The Collateral Documents, taken as a whole, are effective to create in favor of the Collateral Agent, for the benefit of the First Priority Secured Parties, a legal, valid and enforceable security interest in all of the Collateral subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. At such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), (b) the First Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to the International Interests in the Mortgaged Collateral constituted by the First Lien Aircraft Mortgage are duly made in the International Registry, (c) with respect to identified intellectual property registered in the United States, the First Lien Trademark Security Agreement and the First Lien Patent Security Agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and the First Lien Copyright Security Agreement is filed in the United States Copyright Office (and the appropriate fees are paid), (d) the First Lien Real Estate Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (e) execution of the Control Agreements and (f) delivery of pledged securities under the First Lien Pledge Agreement (together with appropriate stock powers) to the Administrative Agent, the Collateral Agent, for the benefit of the First Priority Secured Parties, shall have a first priority perfected security interest and/or mortgage (or comparable Lien) in all of the Collateral to the extent that the Liens on such Collateral may be perfected upon the filings or upon the taking of the actions described in clauses (a) through (f) above, subject in each case only to Liens permitted by Section 6.01 (or, in the case of the Real Property Assets, subject only to the Permitted Liens and other Liens specified in the applicable First Lien Real Estate Mortgage).
Appears in 2 contracts
Samples: First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/), First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Perfected Security Interests. The Collateral Documents, taken as a whole, are effective to create in favor of the Collateral Agent, for the benefit of the First Second Priority Secured Parties, a legal, valid and enforceable security interest in all of the Collateral subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. At such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), (b) the First Second Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to the International Interests in the Mortgaged Collateral constituted by the First Second Lien Aircraft Mortgage are duly made in the International Registry, (c) with respect to identified intellectual property registered in the United States, the First Second Lien Trademark Security Agreement and the First Second Lien Patent Security Agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and the First Second Lien Copyright Security Agreement is filed in the United States Copyright Office (and the appropriate fees are paid), (d) the First Second Lien Real Estate Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (e) execution of the Control Agreements and (f) delivery of pledged securities under the First Second Lien Pledge Agreement (together with appropriate stock powers) to the Administrative Agent or the First Lien Administrative Agent, the Collateral Agent, for the benefit of the First Second Priority Secured Parties, shall have a first second priority perfected security interest and/or mortgage (or comparable Lien) in all of the Collateral to the extent that the Liens on such Collateral may be perfected upon the filings or upon the taking of the actions described in clauses (a) through (f) above, subject in each case only to Liens permitted by Section 6.01 (or, in the case of the Real Property Assets, subject only to the Permitted Liens and other Liens specified in the applicable First Second Lien Real Estate Mortgage).
Appears in 2 contracts
Samples: Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/), Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/)
Perfected Security Interests. The Collateral Documents, taken as a whole, are effective to create in favor of the Collateral Administrative Agent, for the benefit of the First Priority Secured Parties, a legal, valid and enforceable security interest in all of the Collateral Collateral, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. At such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), and (b) the First Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to the International Interests in the Mortgaged Collateral constituted by the First Lien Aircraft Mortgage are duly made in the International Registry, (c) with respect to identified intellectual property registered in the United States, the First Lien Trademark Security Agreement and the First Lien Patent Security Agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and the First Lien Copyright Security Agreement is filed in the United States Copyright Office (and the appropriate fees are paid), (d) the First Lien Real Estate Mortgages are filed in the appropriate recording office (and the appropriate taxes and fees are paid), ) and (ed) the execution of the Account Control Agreements and (f) delivery of pledged securities under the First Lien Pledge Agreement (together with appropriate stock powers) to Agreements, the Administrative Agent, the Collateral Agent, for the benefit of the First Priority Secured Parties, shall have a first priority (subject only to Specified Permitted Collateral Liens) perfected security interest and/or mortgage (or comparable Lien) in all of the Collateral to the extent that the Liens on such Collateral may be perfected upon the filings or recordations or upon the taking of the actions described in clauses (a) through (fd) above, subject in each case only to Permitted Collateral Liens permitted by Section 6.01 (orand, in the case of the Mortgaged Real Property AssetsProperty, subject only to the Permitted Liens and other Liens specified in the title insurance policy insuring applicable First Lien Real Estate Mortgage), and such security interest is entitled to the benefits, rights and protections afforded under the Collateral Documents (subject to the qualification set forth in the first sentence of this Section 3.16).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Perfected Security Interests. The Collateral Documents, when taken as a whole, are effective to create in favor of the Collateral AgentAgents, for the benefit of the First Priority Secured Parties, a legal, valid and enforceable security interest in all of the Collateral subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. At such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), (b) the First Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is duly filed for recordation with the FAA (and the appropriate fees are paid) and registrations a corresponding registration is duly made with respect to the International Interests “international registry” (as defined in the Mortgaged Collateral constituted Cape Town Treaty) in respect of each “aircraft object” (as defined in the Convention) covered by the First Lien Aircraft Mortgage are duly made in naming the International RegistryBorrower as “debtor” and the Collateral Agents as “creditor”, (c) with respect to identified intellectual property registered in the United States, the First Lien Trademark Security Agreement and the First Lien Patent Security Agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and the First Lien Copyright Security Agreement is filed in the United States Copyright Office (and the appropriate fees are paid), (d) the First Lien Real Estate Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (ed) execution of with respect to any cash constituting Collateral or Replacement Collateral, to perfect the Control Agreements and (f) delivery of pledged securities under the First Lien Pledge Agreement (together with appropriate stock powers) to the Administrative Agentsecurity interest, the Collateral Agents are given control (as defined in the Uniform Commercial Code in the relevant jurisdictions) of such Collateral or Replacement Collateral, as applicable and (e) notation of the Collateral Agent’s lien on any certificates of title with respect to applicable Replacement Collateral are made, the Collateral Agents, for the benefit of the First Priority Secured Parties, shall have a first priority perfected security interest and/or mortgage (or comparable Lien) in all of the Collateral to the extent that the Liens on such Collateral may be perfected upon the filings or upon the taking of the actions described in clauses (a) through (fe) above, subject in each case only to Liens permitted by Section 6.01 (or, in the case of the Real Property Assets, subject only to the Permitted Liens and other Liens specified in the applicable First Lien Real Estate Mortgage)Liens.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guaranty Agreement (Ual Corp /De/)
Perfected Security Interests. The Collateral Documents, taken as a whole, are (a) Each of the Security Agreement and the Holdings Pledge Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the First Priority Secured Parties, a legal, valid and enforceable security interest in all the Collateral described therein and the proceeds thereof. In the case of the Pledged Equity described in the Security Agreement and the Holdings Pledge Agreement, as applicable, when stock certificates representing such Pledged Equity are delivered to the Administrative Agent, and in the case of the other Collateral subject as to enforceability to applicable bankruptcydescribed in the Security Agreement, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. At such time as (a) when financing statements and, if applicable, other filings specified on Schedule 5.24(a), in appropriate form are filed in the appropriate offices (and the appropriate fees are paidspecified on Schedule 5.24(a), (b) the First Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to the International Interests in the Mortgaged Collateral constituted by the First Lien Aircraft Mortgage are duly made in the International Registry, (c) with respect to identified intellectual property registered in the United States, the First Lien Trademark Security Agreement and the First Holdings Pledge Agreement shall constitute a fully perfected first priority Lien Patent Security Agreement are filed on, and security interest in, all rights, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations, subject only to, in the appropriate divisions case of Collateral other than the Pledged Equity or the Pledged Debt, Liens permitted under the Loan Documents.
(b) Each of the United States Patent and Trademark Office (and the appropriate fees are paid) and the First Lien Copyright Security Agreement Mortgages is filed effective to create in the United States Copyright Office (and the appropriate fees are paid), (d) the First Lien Real Estate Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (e) execution favor of the Control Agreements and (f) delivery of pledged securities under the First Lien Pledge Agreement (together with appropriate stock powers) to the Administrative Agent, the Collateral Agent, for the benefit of the First Priority Secured Parties, shall have a legal, valid and enforceable first priority Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 5.24(b), each such Mortgage shall constitute a fully perfected first priority Lien on, and security interest and/or mortgage (or comparable Lien) in in, all rights, title and interest of the Collateral to the extent that the Liens on such Collateral may be perfected upon the filings or upon the taking of the actions described in clauses (a) through (f) above, subject in each case only to Liens permitted by Section 6.01 (or, Loan Parties in the case of Mortgaged Properties and the Real Property Assetsproceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), subject only to Permitted Encumbrances. To the Permitted Liens best knowledge of the Borrower after due inquiry and other Liens specified in investigation, the applicable First Lien Real Estate Mortgage)legal description attached as Exhibit A to each Mortgage accurately and completely describes the Mortgaged Property intended to be covered thereby.
Appears in 1 contract
Perfected Security Interests. The Collateral Documents, taken as a whole, are effective to create in favor of the Collateral AgentAgents, for the benefit of the First Priority Secured Parties, a legal, valid and enforceable security interest in all of the Collateral subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. At such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), (b) the First Lien Aircraft Mortgage (including, without limitation, any Mortgage Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and registrations with respect to the International Interests in the Mortgaged Collateral constituted by the First Lien Aircraft Mortgage are duly made in the International Registry), (c) with respect to identified intellectual property registered in the United States, the First Lien Trademark Security Agreement and the First Lien Patent Security Agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and the First Lien Copyright Security Agreement is filed in the United States Copyright Office (and the appropriate fees are paid), (d) the First Lien Real Estate Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (e) execution of the Control Agreements and (f) delivery of pledged securities under the First Lien Pledge Agreement (together with appropriate stock powers) to the Administrative AgentAgents, the Collateral AgentAgents, for the benefit of the First Priority Secured Parties, shall have a first priority perfected security interest and/or mortgage (or comparable Lien) in all of the Collateral to the extent that the Liens on such Collateral may be perfected upon the filings or upon the taking of the actions described in clauses (a) through (f) aboveCollateral, subject in each case only to Liens permitted by Section 6.01 (or, in the case of the Real Property Assets, subject only to the Permitted Liens and other Liens specified in the applicable First Lien Real Estate Mortgage).
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guaranty Agreement (Ual Corp /De/)