Delta Airlines 2006 Annual Report Download - page 169

5.13 Pledged Spare Parts.
Each Credit Party shall segregate all of its Pledged Spare Parts from any Spare Parts which are subject to any consignment arrangement,
and shall keep all Spare Parts not so subject to a consignment arrangement in Designated Spare Parts Locations, except to the extent permitted in the Spare
Parts Mortgage. The Pledged Spare Parts will be maintained by or on behalf of the Air Carriers that are Credit Parties, as required by the Spare Parts
Mortgage.
5.14 Aircraft Mortgage; Spare Parts Mortgage; SGR Security Agreement.
Each Air Carrier that is a Credit Party shall execute the Aircraft Mortgage, the Spare Parts Mortgage and the SGR Security Agreement.
5.15 Slot Utilization.
(a) Subject to transfers, exchanges and other dispositions permitted by this Agreement and the SGR Security Agreement, from and
after the Closing Date Borrower shall cause the FAA Slots to have sufficient Slot Utilization, for purposes of 14 C.F.R. 93.227 (the “Slot Utilization
Regulations”) and shall at the end of Week 4 of any respective Two-Month FAA Reporting Period for FAA Slots present to each Administrative Agent (i) if,
during Week 1, Week 2, Week 3 or Week 4, the FAA or any applicable Foreign Aviation Authority has revoked, terminated or canceled any Credit Parties’
right to utilize any Primary Slot, a list of all such Primary Slots and (ii) a certification from Borrower that either:
(i) the FAA Slots have been utilized at the following rates (a week shall be deemed to be seven (7) days for purposes of
this Section 5.14): (x) sixty-five percent (65%) for each hourly period for Weeks 1-4 of the respective Two-Month FAA Reporting Period for Slots
in DCA and LGA; (y) sixty-five percent (65%) for each half hour period for Weeks 1-4 of the respective Two-Month FAA Reporting Period for
arrival Slots in DCA and LGA; or
(ii) Borrower intends to effectuate full compliance with all of the slot utilization covenants pursuant to exchanging slots
at such airports with third party air carriers and such officer has no reason to believe that Borrower will fail to comply with the Slot Utilization
Regulations.
(b) Subject to transfers, exchanges and other dispositions permitted by this Agreement and the SGR Security Agreement, utilize
the Foreign Slots in a manner consistent in all material respects with applicable regulations and contracts in order reasonably to preserve its right to hold and
operate the Foreign Slots, taking into account any waivers or other relief granted by any applicable Aviation Authority.
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