Delta Airlines 2012 Annual Report Download - page 187

(c) Security Agreement . The Borrower and each of the Guarantors that owns Collateral as of the Closing Date
shall have duly executed and delivered to the Collateral Trustee a security agreement in substantially the form of Exhibit A (as the same
may be amended, restated, modified, supplemented, extended or amended and restated from time to time, the “ Security Agreement ”),
together with, in respect of each of the Pacific Route FAA Slots that are FAA Slots, undated slot transfer documents, executed in blank
to be held in escrow by the Collateral Trustee, and financing statements in form and substance reasonably acceptable to the Collateral
Trustee, as may be required to grant, continue and maintain an enforceable security interest in the Collateral (subject to the terms hereof
and of the other Loan Documents) in accordance with the Uniform Commercial Code as enacted in all relevant jurisdictions.
(d) Appraisals . The Administrative Agent shall have received the Initial Appraisal Report, and such Appraisal
Report shall demonstrate that, at the time the Lenders make the initial Loans or the Issuing Lender issues the initial Letters of Credit,
whichever may occur first, and after giving effect thereto, the Borrower and the Guarantors shall be in compliance on a pro forma basis
with Section 6.06.
(e) Opinions of Counsel . The Administrative Agent, the Lenders and the Collateral Trustee shall have
received:
(i) a written opinion of Thaddeus J. Marciniak, Director and Assistant General Counsel for the Borrower, in a
form reasonably satisfactory to the Administrative Agent and the Lenders;
(ii) a written opinion of Davis Polk & Wardwell LLP, special New York counsel to the Borrower and the
Guarantors, dated the date of the initial Loans or the issuance of the initial Letters of Credit, whichever first occurs, in a form
reasonably satisfactory to the Administrative Agent and the Lenders and;
(iii)
a written opinion of Dorsey & Whitney LLP, special counsel to the Borrower and the Guarantors, dated the
date of the initial Loans or the issuance of the initial Letters of Credit, whichever first occurs, in a form reasonably satisfactory
to the Administrative Agent and the Lenders.
(f) Payment of Fees and Expenses
. The Borrower shall have paid to the Administrative Agent, the Lenders and
the Collateral Trustee the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and pursuant to this
Agreement, as referred to in Section 2.19 and as heretofore agreed upon by the Borrower, the Administrative Agent, the Lenders and
the Collateral Trustee, and all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Arrangers and the
Collateral Trustee (including reasonable attorneys' fees of Cahill Gordon & Reindel llp and special counsel) for which invoices have
been presented at least one Business Day prior to the Closing Date.
(g) Lien Searches . The Administrative Agent shall have received UCC searches conducted in the jurisdictions
in which the Borrower and the Guarantors are incorporated or such other jurisdictions as the Administrative Agent may reasonably
require, all as may be reasonably satisfactory to the Administrative Agent (dated as of a date reasonably satisfactory to the
Administrative Agent), reflecting the absence of Liens on Pacific Routes, Pacific Route Slots, and Pacific Route Gate Leaseholds of the
Borrower and the Guarantors, other than Liens permitted under Section 6.01 and as may be reasonably satisfactory to the
Administrative Agent.
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