Delta Airlines 2006 Annual Report Download - page 206

(v) Furnish, at the request of Administrative Agent, on the date that shares of the Pledged Collateral are delivered to
the underwriters for sale pursuant to such registration or, if the security is not being sold through underwriters, on the date that the registration
statement with respect to such Pledged Shares becomes effective, (A) an opinion, dated such date, of the independent counsel representing such
registrant for the purposes of such registration, addressed to the underwriters, if any, and in the event the Pledged Shares are not being sold through
underwriters, then to Administrative Agent, in customary form and covering matters of the type customarily covered in such legal opinions; and (B)
a comfort letter, dated such date, from the independent certified public accountants of such registrant, addressed to the underwriters, if any, and in
the event the Pledged Shares are not being sold through underwriters, then to Administrative Agent, in a customary form and covering matters of
the type customarily covered by such comfort letters and as the underwriters or Administrative Agent shall reasonably request. The opinion of
counsel referred to above shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being
given as Administrative Agent may reasonably request. The letter referred to above from the independent certified public accountants shall
additionally cover such other financial matters (including information as to the period ending not more than five (5) Business Days prior to the date
of such letter) with respect to the registration in respect of which such letter is being given as Administrative Agent may reasonably request; and
(vi) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably practicable but not later than 18 months after the effective date of the
registration statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of
such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act.
(i) All expenses incurred in complying with Section 10.7(h)hereof, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the National Association of Securities Dealers, Inc.), printing expenses, fees and disbursements of counsel for
the registrant, the fees and expenses of counsel for Administrative Agent, expenses of the independent certified public accountants (including any special
audits incident to or required by any such registration) and expenses of complying with the securities or blue sky laws or any jurisdictions, shall be paid by
Credit Parties.
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