Delta Airlines 2006 Annual Report Download - page 159

3.19 Deposit.
Disclosure Schedule 3.19lists, as of the Closing Date, all banks and other financial institutions at which any Credit Party maintains
deposit or other accounts in the United States, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in
which the account is held and the complete account number therefor.
3.20 Trade Relations.
As of the Closing Date and except as set forth in Disclosure Schedule 3.20or resulting directly from the commencement of the Cases,
there exists no actual or, to the knowledge of any Credit Party, threatened termination or cancellation of, or any material adverse modification or change in the
business relationship (including, without limitation, any code sharing arrangements) of any Credit Party with any service provider or supplier whose services
during the preceding twelve (12) months caused them to be ranked among the ten largest service providers or suppliers of the Credit Parties taken as a whole.
3.21 Compliance With Industry Standards.
Borrower maintains its Books and Records, Aircraft, Engines, Spare Parts and other assets and properties that are used in the conduct of
its business in compliance in all material respects with applicable law, including but not limited to all rules, regulations and standards of the FAA or any other
applicable Aviation Authority.
3.22 Post-Petition Skymiles Facility.
All of the Post-Petition Skymiles Facility Documents have been provided to the Administrative Agent on or prior to the Closing Date
and contain all of the material terms related to the Advance Payment arrangements described therein as of the Closing Date, other than terms relating
generally to Amex’s purchase of Skymiles from Delta set forth in the American Express Co-Branded Credit Card Program Agreement and the Membership
Rewards Agreement, each as amended and supplemented from time to time, that do not relate to the Advance Payments (as defined in the Post-Petition
Skymiles Facility Documents).
3.23 Secured, Super-Priority Obligations.
(a) On and after the Closing Date, the provisions of the Loan Documents and the Final Order are effective to create in favor of the
Administrative Agent, for the benefit of the Secured Parties, legal, valid and perfected Liens on and security interests (having the priority provided for herein
and in the Final Order) in all right, title and interest in the Collateral, enforceable against each Credit Party that owns an interest in such Collateral.
(b) Pursuant to subsections 364(c)(2) and (3) of the Bankruptcy Code and the Final Order, all amounts owing by the Borrower
under the Loan and by the Guarantors in respect thereof will be secured by a first priority perfected Lien on the Collateral, 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).
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