Common use of Perfected Security Interests Clause in Contracts

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of the Collateral Agent or the Local Collateral Agents, as applicable, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, 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 in law. At such time as (i) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (ii) the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) above, subject in each case only to Permitted Liens, and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangement.

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of All UCC filings necessary or reasonably requested by the Collateral Agent to create, preserve, protect and perfect the security interests granted by the Borrower or the Local Collateral Agentsany Guarantor, as applicable, to the Collateral Agent for the benefit of the Secured Parties, a legal, valid Parties in respect of the Collateral (other than the Account Collateral) under the Spare Parts Security Agreement have been accomplished by the Borrower or the relevant Grantor to the extent that such security interests can be perfected by filings under the UCC and enforceable all actions necessary to obtain control of the Account Collateral as provided in Sections 9-104 and 9-106 of the UCC have been taken by such Grantor to the extent that such security interests can be perfected on or before the date of execution and delivery of the Account Control Agreement. The Spare Parts Security Agreement has been filed with the FAA in accordance with the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent’s security interest in all of the Collateral Pledged Spare Parts has been perfected to the extent purported required by the Spare Parts Security Agreement and to the extent such a security interest may be created thereby, 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 in law. At such time as (i) UCC financing statements in appropriate form are filed in perfected under the appropriate offices (Federal Aviation Act and the appropriate fees are paid) regulations promulgated thereunder. Subject to any Intercreditor Agreement and (ii) any Other Intercreditor Agreement, the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect security interests granted to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, Parties pursuant to the Spare Parts Security Agreement in and to the Collateral described therein constitute and hereafter at all times shall have constitute a perfected security interest under therein superior and prior to the UCC and any similar or equivalent laws rights of any all other jurisdiction required Persons therein (subject, in the Collateral Documents in that portion case of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) abovepriority only, subject in each case only to Permitted Liens) to the extent such perfection and priority can be obtained by filings under the UCC, the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent is entitled with respect to such perfected security interest is (x) entitled to all the benefitsrights, rights priorities and protections benefits afforded under by the Collateral Documents applicable thereto (subject UCC to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementperfected security interests.

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in Upon entry of the case of any Non-U.S. Loan PartyFinal DIP Order, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are Final DIP Order shall be effective to create in favor of the Collateral Agent or the Local Collateral AgentsAgent, as applicable, for the benefit of the DIP Secured Parties, a legal, valid valid, enforceable and enforceable perfected security interest in all of the Collateral DIP Collateral4 with the priority as provided in Section 3.01Section 3.01, as and to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally contemplated by and subject to general principles of equity, regardless of whether considered described in a proceeding in equity or in lawsuch Final DIP Order and the Collateral Documents. At such time as (ia) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (iib) the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 hereintherein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the DIP Secured Parties, shall have a perfected security interest under the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such DIP Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (ia) and (iib) above, subject in each case only to the Carve-Out and Permitted Liens, and such security interest is (xi) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.124.12Section 4.12) and (yii) of such priority as provided herein in Section 3 and in the Junior Lien Intercreditor Agreement Final DIP Order. For the avoidance of doubt but without affecting the first sentence of this Section 4.12Section 4.12, the DIP Loan Documents will not require (i) the execution, filing or recording of mortgages in respect of real property (other than the Real Estate Mortgages), control agreements (other than with respect to the Disbursement Account and the Collateral Proceeds Account, if applicable. Notwithstanding any), (ii) the foregoingtaking of any action to obtain possession or control of any DIP Collateral (other than in respect of any Priority Pledged Equity Interests and any Colombian Engine Pledge), nothing in this Agreement (iii) or any action with respect to Intellectual Property beyond the filing of Intellectual Property Security Agreements in respect of Intellectual Property registered, issued or applied-for with the United States Patent and Trademark Office or the Copyright Office, (iv) the filing or taking of any action with respect to the perfection of any security interest in any Pledged Spare Part or Pledged Engine (other than Priority Pledged Engines, as contemplated in Schedule 4 NTD: The “DIP Collateral” in the Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementinclude, without limitation, all Pledged Debt, Pledged Engines, Pledged Route Authorities, Pledged Slots, Pledged Spare Parts, Priority Pledged Equity Interests, Priority Pledged Engines, the loyalty program and the brand, and the cargo business.

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of All UCC filings necessary or reasonably requested by the Collateral Agent to create, preserve, protect and perfect the security interests granted by the Borrower or the Local Collateral Agentsany Guarantor, as applicable, to the Collateral Agent for the benefit of the Secured Parties, a legal, valid Parties in respect of the Collateral (other than the Account Collateral) under the Spare Parts Security Agreement have been accomplished by the Borrower or the relevant Grantor to the extent that such security interests can be perfected by filings under the UCC and enforceable all actions necessary to obtain control of the Account Collateral as provided in Sections 9-104 and 9-106 of the UCC have been taken by such Grantor to the extent that such security interests can be perfected on or before the date of execution and delivery of the Account Control Agreement. The Spare Parts Security Agreement has been filed with the FAA in accordance with the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent’s security interest in all of the Collateral Pledged Spare Parts has been perfected to the extent purported required by the Spare Parts Security Agreement and to the extent such a security interest may be created thereby, 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 in law. At such time as (i) UCC financing statements in appropriate form are filed in perfected under the appropriate offices (Federal Aviation Act and the appropriate fees are paid) regulations promulgated thereunder. Subject to any Intercreditor Agreement and (ii) any Other Intercreditor Agreement, the other requirements of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect security interests granted to Intellectual Property outside of the United States) and subject to Section 4.03 herein, the Collateral Agent or the Local Collateral Agent, as applicable, for the benefit of the Secured Parties, Parties pursuant to the Spare Parts Security Agreement in and to the Collateral described therein constitute and hereafter at all times shall have constitute a perfected security 112 #4843-4650-1425v6 interest under therein superior and prior to the UCC and any similar or equivalent laws rights of any all other jurisdiction required Persons therein (subject, in the Collateral Documents in that portion case of such Collateral to the extent that the Liens thereon may be perfected upon the taking of the actions described in clauses (i) and (ii) abovepriority only, subject in each case only to Permitted Liens) to the extent such perfection and priority can be obtained by filings under the UCC, the Federal Aviation Act and the regulations promulgated thereunder and the Collateral Agent is entitled with respect to such perfected security interest is (x) entitled to all the benefitsrights, rights priorities and protections benefits afforded under by the Collateral Documents applicable thereto (subject UCC to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangementperfected security interests.

Perfected Security Interests. The Collateral Documents, taken as a whole, subject to, in the case of any Non-U.S. Loan Party, the Legal Reservations, the Perfection Requirements and the Guaranty and Security Principles are effective to create in favor of the Collateral Agent or the Local Collateral Agents, as applicableAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created therebyCollateral, 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 in at law. At such time as (ia) UCC financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid), and (b) the 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 Aircraft Mortgage are duly made in the International Registry, (c) the Real Estate Mortgages are filed in the appropriate recording office (and the appropriate taxes and fees are paid) and (iid) the other requirements execution of the Collateral Documents have been taken as and when required therein (including applicable Intellectual Property filings in the United States Patent and Trademark Office and the United States Copyright Office or any filings required under the Collateral Documents with respect to Intellectual Property outside of the United States) and subject to Section 4.03 hereinAccount Control Agreements, the Collateral Agent or the Local Collateral Administrative Agent, as applicable, for the benefit of the Secured Parties, shall have a first priority (subject only to Specified Permitted Collateral Liens) perfected security interest under and/or mortgage (or comparable Lien) in all of the UCC and any similar or equivalent laws of any other jurisdiction required in the Collateral Documents in that portion of such Collateral to the extent that the Liens thereon on such Collateral may be perfected upon the filings or recordations or upon the taking of the actions described in clauses (ia) and through (iid) above, subject in each case only to Permitted LiensCollateral Liens (and, in the case of the Mortgaged Real Property, the Liens specified in the title insurance policy insuring applicable Real Estate Mortgage), and such security interest is (x) entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.12) and (y) of such priority as provided in the Junior Lien Intercreditor Agreement if applicable. Notwithstanding the foregoing, nothing in this Agreement or any other Collateral Documents shall require any Borrower or any of its Subsidiaries to (i) register or apply to register any intellectual property or (ii) enter into any source code escrow arrangement3.16).