Delta Airlines 2012 Annual Report Download - page 182

SECTION 3.07. Liens . There are no Liens of any nature whatsoever on (i) any Pacific Routes, Pacific Route
Slots, or Pacific Route Gate Leaseholds, or (ii) any other properties or assets that constitute Collateral under the terms of the Loan
Documents (including, without limitation, applicable Additional Collateral) other than Liens permitted pursuant to Section 6.01.
SECTION 3.08. Use of Proceeds . The proceeds of the Loans and Letters of Credit shall be used to repay amounts
outstanding under the Existing Credit Facilities and the Existing Secured Notes (including fees, expenses and premiums in connection
therewith), and for working capital and other general corporate purposes of the Borrower and its Subsidiaries (including the repayment
of Indebtedness and the payment of fees and transaction costs as contemplated hereby and as referred to in Section 2.19 and 2.20).
SECTION 3.09. Litigation and Compliance with Laws .
(a) There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or
the Guarantors, threatened against or affecting the Borrower or the Guarantors or any of their respective properties (including (i) any
Pacific Routes, Pacific Route Slots, or Pacific Route Gate Leaseholds, or (ii) any other properties or assets that constitute Collateral
under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral)), before any court or
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (i) that are likely to have a
Material Adverse Effect or (ii) that purport to, or could reasonably be expected to, affect the legality, validity, binding effect or
enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent, the Collateral
Trustee or the Lenders thereunder or in connection with the Transactions.
(b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect, (i) the Borrower and each Guarantor is currently in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities and Airport Authorities (with respect
to environmental matters), in respect of the conduct of its business and ownership of its property (including compliance with all
applicable Environmental Laws governing its business and the requirements of any Environmental Permits with respect to the
operations of the Borrower or any of the Guarantors), and (ii) none of the Borrower or the Guarantors has (x) become subject to any
Environmental Liability, or (y) received written or, to the knowledge of the Borrower or the Guarantors, verbal notice of any pending
or, to the knowledge of the Borrower or the Guarantors, threatened claim with respect to any Environmental Liability, and there is no
reasonable basis for any Environmental Liability.
SECTION 3.10. Pacific Route FAA Slot Utilization .
(a) As of the Closing Date, Schedule 3.10 identifies all of the Pacific Route FAA Slots that are FAA Slots held
by the Borrower and the Guarantors constituting Collateral, and the Appraised Value of all such Pacific Route FAA Slots (if any) is
reflected in the Initial Appraisal Report delivered to the Administrative Agent and the Lenders prior to the Closing Date.
(b) The Borrower and the Guarantors, as applicable, are utilizing, or causing to be utilized, their respective
Pacific Route FAA Slots in a manner consistent in all material respects with applicable rules, regulations, laws and contracts in order to
preserve both their respective right to hold and operate the Pacific Route FAA Slots, taking into account any waivers or other relief
granted to the Borrower and any Guarantor by the FAA, other applicable U.S. Governmental Authorities or U.S. Airport Authorities.
Neither the Borrower nor any Guarantor has received any written notice from the FAA, other applicable U.S. Governmental Authorities
or U.S. Airport Authorities, or is otherwise
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