Delta Airlines 2012 Annual Report Download - page 195

in compliance in all material respects with all applicable Environmental Laws and all applicable requirements of Airport Authorities
relating to environmental matters.
SECTION 5.09. Appraisal Reports . Furnish or cause to be furnished to the Administrative Agent and Collateral
Trustee one or more Appraisal Reports establishing the Appraised Value of the Collateral, in each case at the expense of the Borrower,
(a) no later than thirty (30) days prior to each six-month anniversary of the Closing Date, (b) on the date upon which any additional
property or asset (including, without limitation, applicable Additional Collateral) is pledged as Collateral to the Collateral Trustee to
secure the Obligations, the Pari Passu Senior Secured Debt or the Junior Secured Debt, but only with respect to such additional property
or asset, (c) on the date of any voluntary Disposition (other than a Permitted Disposition) of Collateral having a fair market value (as
determined in good faith by the Borrower on the basis of the most recently delivered Appraisal Report) of at least $10,000,000, (d) no
later than forty-five (45) days following any involuntary Disposition of Collateral (including any casualty event relating thereto or
condemnation thereof) having a fair market value (as determined in good faith by the Borrower on the basis of the most recently
delivered Appraisal Report) of at least $10,000,000, (e) on the date that any Appraisal Report shall otherwise be delivered to the
Collateral Trustee or any holders of the Obligations, Pari Passu Senior Secured Debt or Junior Secured Debt (including any agent or
trustee on behalf thereof), (f) promptly at the request of the Administrative Agent upon the occurrence and during the continuation of an
Event of Default, and (g) no later than forty-five (45) days following any Change in Law with respect to any Collateral, which change
could reasonably be expected to result in the Borrower's and Guarantors' failure to maintain the Collateral Coverage Ratio pursuant to
Section 6.06. The Borrower may from time to time cause to be delivered subsequent Appraisal Reports if it believes that any affected
item of Collateral has a higher Appraised Value than that reflected in the most recent Appraisal Report delivered.
SECTION 5.10. FAA and DOT Matters; Citizenship . In the case of the Borrower (a) maintain at all times its
status as an “air carrier”
within the meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title
49; (b) at all times hereunder be a United States Citizen; and (c) maintain at all times its status at the FAA as an air carrier and hold an
air carrier operating certificate and other operating authorizations issued by the FAA pursuant to 14 C.F.R. Parts 119 and 121 as
currently in effect or as may be amended or recodified from time to time. In the case of the Borrower and any applicable Guarantor,
except as specifically permitted herein or in the Security Agreement, possess and maintain all necessary certificates, exemptions,
franchises, licenses, permits, designations, rights, concessions, Pacific Route Gate Leaseholds, authorizations, frequencies and consents
which are material to the operation of the Pacific Route FAA Slots, the Pacific Routes and the Pacific Route Foreign Slots utilized by it
and the conduct of its business and operations as currently conducted except where the failure to do so, 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.
Pacific Route FAA Slot Utilization .Subject to Dispositions permitted by this Agreement and the Security Agreement, utilize (or
arrange for utilization by exchanging Pacific Route FAA Slots with other air carriers) the Pacific Route FAA Slots (except Pacific
Route FAA Slots which are reasonably determined by the Appraisers to be of de minimis value), in a manner consistent in all material
respects with applicable regulations, rules, laws and contracts in order to preserve its right to hold and operate the Pacific Route FAA
Slots, taking into account any waivers or other relief granted to the Borrower by the FAA, any applicable Pacific Route Foreign
Aviation Authority, any other applicable Governmental Authority or any Airport Authority.Subject to Dispositions permitted by this
Agreement and the Security Agreement, cause to be done all things reasonably necessary to preserve and keep in full force and effect
its rights in and use of its Pacific Route FAA Slots, including, without limitation, satisfying the Use or Lose Rule.
SECTION 5.12. Pacific Route Foreign Slot Utilization .
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