Delta Airlines 2012 Annual Report Download - page 183

aware of any other event or circumstance, that would be reasonably likely to impair in any material respect its respective right to hold
and operate any Pacific Route FAA Slot, except for any such impairment that, either individually or in the aggregate, could not be
reasonably likely to materially and adversely affect the Appraised Value of the Collateral, taken as a whole.
SECTION 3.11. Pacific Route Foreign Slot Utilization . The Borrower and the Guarantors, as applicable, are
utilizing, or causing to be utilized, their respective Pacific Route Foreign Slots in a manner consistent in all material respects with
applicable rules, regulations, foreign laws and contracts in order to preserve both their respective right to hold and operate the Pacific
Route Foreign Slots, taking into account any waivers or other relief granted to the Grantors by Pacific Route Foreign Aviation
Authorities. Neither the Borrower nor any Guarantor, as applicable, has received any written notice from any applicable Pacific Route
Foreign Aviation Authorities, or is otherwise aware of any other event or circumstance, that would be reasonably likely to impair in any
material respect its respective right to hold and operate any Pacific Route FAA Slot, except for any such impairment that, either
individually or in the aggregate, could not be reasonably likely to materially and adversely affect the Appraised Value of the Collateral,
taken as a whole.
SECTION 3.12. Pacific Routes . The Borrower and the Guarantors, as applicable, holds the requisite authority to
operate each of its respective Pacific Routes pursuant to Title 49, applicable foreign law, and the applicable rules and regulations of the
FAA, DOT and any applicable Pacific Route Foreign Aviation Authorities, and have, at all times after being awarded each such Pacific
Route, complied in all material respects with all of the terms, conditions and limitations of each such certificate or order issued by the
DOT and the applicable Pacific Route Foreign Aviation Authorities regarding such Pacific Route and with all applicable provisions of
Title 49, applicable foreign law, and the applicable rules and regulations of the FAA, DOT and any Pacific Route Foreign Aviation
Authorities regarding such Pacific Route. There exists no failure of the Borrower or any applicable Guarantor to comply with such
terms, conditions or limitations that gives the FAA, DOT or any applicable Pacific Route Foreign Aviation Authorities the right to
terminate, cancel, suspend, withdraw or modify in any materially adverse respect the rights of the Borrower and the Guarantors, as
applicable, in any such Pacific Route.
SECTION 3.13. Margin Regulations; Investment Company Act .
(a)
Neither the Borrower nor any Guarantor is engaged, nor will it engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board, “ Margin
Stock ”), or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loans or proceeds from
any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock in violation of Regulation U.
(b) Neither the Borrower nor any Guarantor is, or after the making of the Loans will be, or is required to be,
registered as an “investment company” under the Investment Company Act of 1940, as amended. Neither the making of any Loan,
nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the
consummation of the other transactions contemplated by the Loan Documents, will violate any provision of such Act or any rule,
regulation or order of the SEC thereunder.
SECTION 3.14. ERISA . Except as set forth on Schedule 3.14, no Termination Event has occurred since the
Borrower emerged from Chapter 11 bankruptcy proceedings or is reasonably expected to occur that could reasonably be expected to
have a Material Adverse Effect. Except to the extent the same could not reasonably be expected to have a Material Adverse Effect and
except as otherwise disclosed in the Borrower's most recent Form 10-K (including the notes to the financial statements con-
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