Delta Airlines 2012 Annual Report Download - page 248

Section 1.
Pledge . Each Pledgor hereby pledges to the Collateral Trustee and grants to the Collateral
Trustee for the benefit of the Priority Lien Secured Parties a security interest in all of the following (the “ Collateral ”), to
secure all of the Priority Lien Obligations:
(i) all of the right, title and interest of such Pledgor in, to and under each and every Pacific Route,
Pacific Route Slot, and Pacific Route Gate Leasehold, in each case whether now existing or hereafter arising
(including any renewals of any existing Pacific Routes listed on Schedule I) from time to time; and
(ii) all Proceeds of any and all of the foregoing (including, without, limitation, all Proceeds (of any
kind) received or to be received by such Pledgor upon the transfer or other such disposition of such Collateral
notwithstanding whether the pledge and grant of the security interest in such Collateral is legally effective under
applicable law);
provided
, however , that notwithstanding any other provision of this Agreement, the Credit Agreement or any other Senior
Debt Document, this Agreement shall not constitute a grant of a security interest in any Pacific Route Gate Leaseholds or
Specified Pacific Route FAA Slots (and no such property shall be “Collateral” for purposes of this Agreement) to the extent
that such grant of a security interest is prohibited by any applicable law or a Governmental Authority or Airport Authority,
requires a consent not obtained of any Governmental Authority or Airport Authority, or is prohibited by, or constitutes a
breach or default under or results in the termination of or requires any consent not obtained under, any contract, license,
agreement, instrument or other document evidencing or giving rise to the Pledgor's interest in such Pacific Route Gate
Leaseholds or Specified Pacific Route FAA Slots, except to the extent that such applicable law, requirement or prohibition
by any Governmental Authority or Airport Authority, or the term in such contract, license, agreement, instrument or other
document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring
such consent is ineffective under applicable law, including without limitation, the UCC.
Section 2.
Obligations
. This Agreement secures, and the Collateral is collateral security for, the Priority
Lien Obligations.
Section 3. No Release . Nothing set forth in this Agreement shall relieve any Pledgor from the
performance of any term, covenant, condition or agreement on such Pledgor's part to be performed or observed under or in
respect of any of the Collateral or from any liability to any Person under or in respect of any of the Collateral or impose any
obligation on the Collateral Trustee or any Priority Lien Secured Party to perform or observe any such term, covenant,
condition or agreement on such Pledgor's part to be so performed or observed or impose any liability on the Collateral
Trustee or any Priority Lien Secured Party for any act or omission on the part of such Pledgor relating thereto or for any
breach of any representation or warranty on the part of such Pledgor contained in this Agreement, or in respect of the
Collateral or made in connection herewith or therewith. This Section 3 shall survive the termination of this Agreement and
the discharge of the Pledgors' other obligations hereunder and under the Loan Documents.
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