Delta Airlines 2006 Annual Report Download - page 193

10. S E C U R I T Y
10.1 Security.
(a) To secure the prompt and complete payment, performance and observance of all of the Obligations, in
addition to other “Collateral” upon which a Lien is granted under the other Collateral Documents, each Credit Party hereby grants, assigns, conveys,
mortgages, pledges, hypothecates and transfers to Administrative Agent, for itself and for the benefit of the Secured Parties, a first priority Lien (subject only
to (i) the Liens of the Skymiles Agent in the Skymiles Collateral pursuant to an order of the Bankruptcy Court in form and substance satisfactory to the
Administrative Agent, (ii) valid, perfected, nonavoidable and enforceable Liens existing as of the Petition Date, (iii) valid liens in existence at the
commencement of the Cases to the extent perfected subsequent to such commencement as permitted by Section 546(b) of the Code, (iv) the Carve-Out and (v)
Permitted Liens permitted pursuant to Section 6.7(a), (c), (e), (f), (i), (j)(subject, in the case of Amex, to the Skymiles Intercreditor Agreement), (n), (o), (q),
(r)or (s)) in accordance with sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code upon all of the following property now owned or at any time hereafter
acquired by a Credit Party or in which such Credit Party now has or at any time in the future may acquire any right, title or interest (capitalized terms
contained in this section, unless the context indicates otherwise, or unless defined elsewhere herein, have the meanings provided for in the Code to the extent
the same is used or defined therein):
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
(iv) all General Intangibles (including payment intangibles and Software);
(v) all Goods, Inventory and Equipment, including spare parts, Flight Simulators and Tooling, and
other personal property, whether tangible or intangible or wherever located;
(vi) all Instruments;
(vii) all Investment Property;
(viii) all Vehicles;
(ix) all real property (subject to Section 5.12(b));
(x) the commercial tort claims described on Disclosure Schedule 10.1;
(xi) all Deposit Accounts of any Credit Party, including all Blocked Accounts, Concentration Accounts and all other
bank accounts and all deposits therein;
(xii) all money, cash or cash equivalents of any Credit Party;
(xiii) all Supporting Obligations and Letter of Credit Rights of any Credit Party;
(xiv) to the extent not otherwise included, all monies and other property of any kind which is, after the Petition Date,
received by such Credit Party in connection with refunds with respect to taxes, assessments and governmental charges imposed on such Credit
Party or any of its property or income;
(xv) to the extent not otherwise included, all causes of action (other than claims of the Credit Parties under Sections
502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code) and all monies and other property of any kind received therefrom, and all monies and
other property of any kind recovered by any Credit Party; and
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