Delta Airlines 2012 Annual Report Download - page 196

(a) Subject to Dispositions permitted by this Agreement and the Security Agreement, utilize (or arrange for
utilization by exchanging Pacific Route Foreign Slots with other air carriers) the Pacific Route Foreign Slots (except Pacific Route
Foreign 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, foreign law and contracts in order to preserve its right to hold and operate the Pacific Route
Foreign Slots, taking into account any waivers or other relief granted to the Borrower by any applicable Pacific Route Foreign Aviation
Authorities.
(b) 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 Foreign Slots.
SECTION 5.13. Pacific Route Utilization .
(a) Utilize the Pacific Routes in a manner consistent in all material respects with Title 49, rules and regulations
promulgated thereunder, and applicable foreign law, and the applicable rules and regulations of the FAA, DOT and any applicable
Pacific Route Foreign Aviation Authorities, including, without limitation, any operating authorizations, certificates, bilateral
authorizations and bilateral agreements with any applicable Foreign Aviation Authorities and contracts with respect to such Pacific
Routes.
(b) Maintain access to the Pacific Route Supporting Route Facilities sufficient to ensure its ability to retain its
rights in and to the Pacific Routes (other than Pacific Route 828), taking into account any waivers or other relief granted to the
Borrower or any other applicable Guarantor by the FAA, any other applicable Governmental Authority, any Pacific Route Airport
Authority or any applicable Pacific Route Foreign Aviation Authorities.
(c) Cause to be done all things reasonably necessary to preserve and keep in full force and effect its material
rights in and to use its Pacific Routes (other than Pacific Route 828). Without in any way limiting the foregoing, the Borrower and the
other applicable Guarantors shall promptly take (i) all such steps as may be reasonably necessary to obtain renewal of each such Pacific
Route authority (other than Pacific Route 828) from the DOT and any applicable Pacific Route Foreign Aviation Authorities, within a
reasonable time prior to the expiration of such authority (as prescribed by law or regulation, if any), and notify the Administrative
Agent of the status of such renewal and (ii) all such other steps as may be reasonably necessary to maintain, renew and obtain Pacific
Route Supporting Route Facilities as needed for the continued and future operations of the Borrower and the other applicable
Guarantors over the Pacific Routes which are now allocated or possessed (other than Pacific Route 828), or as may hereafter be
allocated or acquired. The Borrower and the other Guarantors shall further take all actions reasonably necessary or, in the reasonable
judgment of Administrative Agent, advisable in order to maintain its material rights to use its Pacific Routes (other than Pacific Route
828) (including, without limitation, protecting such Pacific Routes from dormancy or withdrawal by the DOT) and Pacific Route
Supporting Route Facilities for the Pacific Routes (other than Pacific Route 828). The Borrower and the other applicable Guarantors
shall pay any applicable filing fees and other expenses related to the submission of applications, renewal requests, and other filings as
may be reasonably necessary to maintain or obtain such entity's rights in the Pacific Routes (other than Pacific Route 828) and Pacific
Route Supporting Route Facilities for the Pacific Routes (other than Pacific Route 828). It is understood and agreed that the Borrower
and the other applicable Guarantors may cease using their rights in and/or use of any Pacific Route Supporting Route Facilities in the
event that the preservation of such rights in and/or use of such Pacific Route Supporting Route Facilities is no longer advantageous to
the Borrower and the other applicable Guarantors in connection with the conduct of their respective operations utilizing the Pacific
Routes.
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