Delta Airlines 2012 Annual Report Download - page 185

SECTION 3.18. Solvency . On the Closing Date, after giving effect to the consummation of the transactions
contemplated by the Loan Documents (including the use of proceeds on the Closing Date of the borrowings under the Loan
Documents), (i) the Borrower is Solvent, and (ii) the Borrower and the Guarantors, taken as a whole, are Solvent.
SECTION 3.19. Anti-Money Laundering and Economic Sanctions Laws .
(a) Except as could not reasonably be expected to have a Material Adverse Effect, no Loan Party nor any of its
Subsidiaries or its Affiliates and, to the knowledge of the Borrower, none of the respective officers or directors of such Loan Party,
Subsidiary or Affiliate has violated or is in violation of any applicable Anti-Money Laundering Laws.
(b) No Loan Party nor any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer,
employee or Affiliate of such Loan Party or Subsidiary (each, a “ Specified Person ”)
is an individual or entity currently the subject of
any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty's Treasury
or other relevant sanctions authority (collectively, “ Sanctions ”), nor is any Loan Party or any of its Subsidiaries or its Affiliates
located, organized or resident in a country or territory that is the subject of Sanctions.
(c) No Specified Person will use any proceeds of the Loans or lend, contribute or otherwise make available
such proceeds to any Person for the purpose of financing the activities of or with any Person or in any country or territory that, at the
time of such financing, is an Embargoed Person.
(d) Except to the extent conducted in accordance with applicable law and except as could not reasonably be
expected to have a Material Adverse Effect, no Loan Party, nor any of its Subsidiaries and Affiliates and none of the respective
officers or directors of such Loan Party, such Subsidiary or such Affiliate (i) conducts any business or engages in making or receiving
any contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages in any
transaction related to, any property or interests in property blocked pursuant to any Sanctions or (iii) engages in or conspires to
engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
applicable prohibitions set forth in any Economic Sanctions Laws.
SECTION 3.20. Anti-Corruption Laws . Except as could not reasonably be expected to have a Material Adverse
Effect, none of the Borrower and its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or
Affiliate of such Loan Party or Subsidiary is aware of or has taken any action, directly or indirectly, that would result in a violation by
such persons of the FCPA or any other applicable anti-corruption laws, including, without limitation, making use of the mails or any
means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or
approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value,
directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or
any candidate for foreign political office in contravention of the FCPA or any other applicable anti-
corruption laws. Except as could not
reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries and their respective Affiliates have
conducted their businesses in compliance with applicable anti-corruption laws and the FCPA. The Borrower and its Subsidiaries and
their respective Affiliates will maintain policies and procedures designed to promote and achieve compliance with such laws and with
the representation and warranty contained herein.
CONDITIONS OF LENDING
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