notice
from any applicable Foreign Aviation Authorities, nor is the Borrower aware of
any other event or circumstance, that would be reasonably likely to impair its
right to hold and operate the Foreign Slots in any material respect.
39
4.18
Route Utilization.
The Borrower holds the requisite authority to
operate over each of the Pacific Routes pursuant to Title 49, all rules and
regulations promulgated thereunder, applicable foreign law, and the applicable
rules and regulations of the FAA, the DOT and any applicable Foreign Aviation
Authorities, and has, at all times after being awarded each such Pacific Route,
complied in all material respects with all of the terms, conditions and
limitations of each such certificate or order issued by the DOT and the
applicable Foreign Aviation Authorities regarding such Pacific Route and with
all applicable provisions of Title 49 or applicable foreign law.
There exists
no violation of such terms, conditions or limitations that gives the FAA, DOT or
any applicable Foreign Aviation Authorities the right to terminate, cancel,
withdraw or modify in any material adverse respect the rights of the Borrower in
any such Pacific Route.
4.19
SECURITY DOCUMENTS.
(A)
THE SECURITY DOCUMENTS REMAIN IN FULL FORCE AND EFFECT, ARE
EFFECTIVE TO SECURE THE OBLIGATIONS UNDER THIS AGREEMENT, AND ARE ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
EQUITABLE PRINCIPLES (WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR
AT LAW).
(B)
EXCEPT AS EXPRESSLY STATED THEREIN, EACH SECURITY INTEREST THAT IS
PURPORTED TO BE GRANTED UNDER THE SECURITY DOCUMENTS CONSTITUTES A PERFECTED
FIRST PRIORITY SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED CREDITORS IN THE COLLATERAL SUBJECT THERETO (TO THE
EXTENT SUCH PERFECTION AND PRIORITY CAN BE OBTAINED BY FILING A UNIFORM
COMMERCIAL CODE FINANCING STATEMENT AND ANY REQUISITE FILINGS WITH THE FAA), AND
SUCH SECURITY INTERESTS (I) ARE CONTINUING, VALID AND ENFORCEABLE, (II) ARE NOT
SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF AND (III) ARE ENTITLED TO THE
BENEFITS, RIGHTS AND PROTECTIONS AFFORDED UNDER THE INTERCREDITOR AGREEMENT.
4.20
SECURED, SUPER-PRIORITY OBLIGATIONS. ON AND AFTER THE CLOSING DATE
AND UNTIL THE EXIT FACILITIES CONVERSION DATE:
(A)
THE PROVISIONS OF THE LOAN DOCUMENTS AND THE DIP ORDER ARE
EFFECTIVE TO CREATE IN FAVOR OF THE COLLATERAL AGENT, FOR THE BENEFIT OF THE
SECURED CREDITORS, LEGAL, VALID AND PERFECTED LIENS ON AND SECURITY INTERESTS IN
ALL RIGHT, TITLE AND INTEREST OF THE LOAN PARTIES IN THE COLLATERAL, HAVING THE
PRIORITY PROVIDED FOR HEREIN AND IN THE DIP ORDER AND ENFORCEABLE AGAINST THE
LOAN PARTIES.
(B)
PURSUANT TO SUBCLAUSES (2) AND (3) OF CLAUSE (C) AND SUBCLAUSE (1)
OF CLAUSE (D) OF SECTION 364 OF THE BANKRUPTCY CODE AND THE DIP ORDER, ALL
OBLIGATIONS ARE SECURED BY A FIRST PRIORITY PERFECTED LIEN ON THE COLLATERAL,
SUBJECT ONLY TO (I) PERMITTED PETITION DATE LIENS, (II) THE CARVE-OUT AND
(III) SUBJECT TO THE