Delta Airlines 2006 Annual Report Download - page 200

(ii) Without the prior written consent of Administrative Agent, no Credit Party will sell, assign, transfer,
pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments
with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by this Agreement;
(iii) Each Credit Party will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all
such actions as Administrative Agent from time to time may reasonably request in order to ensure to Administrative Agent and Secured Parties
obtain the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary
Code financing statements, which may be filed by Administrative Agent with or (to the extent permitted by law) without the signature of Credit
Party, and will cooperate with Administrative Agent, at such Credit Party’s expense, in obtaining all necessary approvals and making all necessary
filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; providedthat
Administrative Agent shall not, prior to the occurrence of any Event of Default, require any actions to be taken with respect to (i) those assets as to
which Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest or taking such action are
excessive in relation to the benefit to Lenders afforded thereby, (ii) property the acquisition or construction of which was financed through
Indebtedness (existing as of the Closing Date or as permitted by Section 6.3(a)of this Agreement), and (iii) all property to the extent that the
granting of such a security interest or taking such action would constitute a breach or violation of a valid and effective restriction in favor of a third
party (including, without limitation, mandatory consent rights), or give rise to any indemnification obligations or any right to terminate or
commence the exercise of remedies under such restrictions;
(iv) Each Credit Party has and will defend the title to the Pledged Collateral and the Liens of Administrative Agent in
the Pledged Collateral against the claim of any Person (other than the holder of a Permitted Lien) and will maintain and preserve such Liens (it
being understood that nothing in this clause (iv) will prevent such Credit Party from disposing of Pledged Collateral as otherwise permitted by
Section 6.8); and
(v) Each Credit Party will, upon obtaining ownership of any additional Stock of a Pledged Entity or promissory notes
or instruments representing Pledged Indebtedness or Stock or promissory notes or instruments otherwise required to be pledged to Administrative
Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event
within five (5) Business Days) deliver to Administrative Agent a Pledge Amendment, duly executed by such Credit Party, in substantially the form
of Exhibit Hhereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which such Credit Party
shall pledge to Administrative Agent all of such additional Stock, notes and instruments; provided that such Credit Party shall be required to do the
foregoing with respect to any such promissory note or instrument only if requested to do so by the Administrative Agent pursuant to Section
10.2(a)(ii)of this Agreement. Credit Party hereby authorizes Administrative Agent to attach each Pledge Amendment to this Agreement and agrees
that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Administrative Agent shall for all purposes
hereunder be considered Pledged Collateral. This clause (v) shall not apply to any Excluded Equity.
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