Delta Airlines 2012 Annual Report Download - page 249

Section 4.
Representations, Warranties and Covenants . Each Pledgor represents, warrants and
covenants as follows:
(i) All filings, registrations and recordings necessary or reasonably requested by the Collateral Trustee
to create, preserve, protect and perfect the security interests granted by such Pledgor to the Collateral Trustee for the
benefit of the Priority Lien Secured Parties hereby in respect of the Collateral have been accomplished by such
Pledgor to the extent that such security interests can be perfected under the UCC and Title 49. The security interests
granted to the Collateral Trustee for the benefit of the Priority Lien Secured Parties pursuant to this instrument in and
to the Collateral constitute and hereafter will constitute a perfected security interest therein superior and prior to the
rights of all other Persons therein (to the extent such perfection and priority can be obtained under the UCC or by
filing a record of such security interest with the FAA) (but subject to (i) the authority of the DOT and any Foreign
Aviation Authority or Airport Authority to amend or withdraw Pacific Routes and/or the authority of the FAA to
withdraw Pacific Route FAA Slots pursuant to Title 49 and Title 14, the rights of other applicable Governmental
Authorities, Airport Authorities or Foreign Aviation Authorities with respect to Pacific Routes and Pacific Route
Foreign Slots, and the rights of the lessor, sub-lessor or other Person providing any Pledgor (or to which the Pledgor
provides) the authority to occupy and/or use the Pacific Route Gate Leaseholds and (ii) other Permitted Liens) and
the Collateral Trustee is entitled to all the rights, priorities and benefits afforded by the UCC as enacted in any
relevant jurisdiction and Title 49 to perfected security interests. Nothing herein shall be construed to require the
Pledgors to record any memoranda of lease or similar instruments with respect to Pacific Route Gate Leaseholds.
(ii) Such Pledgor is, and as to Collateral acquired by it from time to time after the date hereof such
Pledgor will be, the holder of all Collateral free from any Lien except for (1) the Lien and security interest created by
this Agreement and (2) Permitted Liens. Such Pledgor shall defend the Collateral against any and all claims and
demands of all Persons at any time claiming any interest therein adverse to the Collateral Trustee or any Priority
Lien Secured Party.
(iii) There is no financing statement (or, to any Pledgor's knowledge, similar statement or instrument
of registration under the law of any jurisdiction) on the date hereof that creates or perfects, or purports to create or
perfect, a Lien on or security interest in any of the Collateral, and so long as all of the Priority Lien Documents have
not been terminated or any of the Priority Lien Obligations remain outstanding, such Pledgor shall not execute or
authorize to be filed in any public office any financing statement (or similar statement or instrument of registration
under the law of any jurisdiction), or statements relating to the Collateral, except financing statements filed or to be
filed in respect of and covering the security interests granted hereby by such Pledgor and except with respect to
Liens permitted by each applicable Priority Lien Document.
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