Delta Airlines 2012 Annual Report Download - page 250

(iv)
The chief executive offices of Delta as of the date of this Agreement are located at 1030 Delta
Blvd., Atlanta, GA 30354. Such Pledgor shall not, until it shall have given to the Collateral Trustee not less than 45
days' prior written notice of its intention to do so, (a) move its chief executive office from the location referred to in
the previous sentence or change its jurisdiction of incorporation, or (b) change its name, identity or corporate or other
organizational structure to such an extent that any financing statement filed by the Collateral Trustee in connection
with this Agreement would become misleading; and such Pledgor shall, in each case, provide such other information
in connection therewith as the Collateral Trustee may reasonably request and shall have taken all action reasonably
satisfactory to the Collateral Trustee to maintain the perfection and priority of the security interest of the Collateral
Trustee on behalf of the Secured Parties in the Collateral intended to be granted hereby.
(v) Set forth on Schedule I is a true, correct and complete list of the Pacific Routes as of the date
hereof, including a reference to each certificate or order issued by the DOT and the applicable Pacific Route Foreign
Aviation Authority representing such Pacific Routes. Except for matters that could not reasonably be expected to
result in a Material Adverse Effect, each Pledgor represents and warrants that it holds the requisite authority to
operate over each of the Pacific Routes pursuant to Title 14 or Title 49 and all rules and regulations promulgated
thereunder, subject only to the regulations of the DOT, the FAA and the applicable Pacific Route Foreign Aviation
Authority, and that it has, at all times after obtaining each such Pacific Route, complied in all material respects with
all of the terms, conditions and limitations of each such certificate or order issued by the DOT and the applicable
Pacific Route Foreign Aviation Authority and with all applicable provisions of Title 49 and applicable rules and
regulations promulgated thereunder and that there exists no material violation of such terms, conditions or limitations
that gives the FAA, DOT or the applicable Pacific Route Foreign Aviation Authority the right to terminate, cancel,
withdraw or modify the rights of such Pledgor in any such Pacific Routes. Such Pledgor further represents and
warrants that, as of the date hereof, none of the airports located in the United States of America at which such
Pledgor conducts scheduled operations for direct non-stop flights to Asia using the Pacific Routes, other than JFK, is
a slot-constrained airport. If any of the airports located in the United States of America at which such Pledgor
conducts scheduled operations for direct non-stop flights to Asia using the Pacific Routes, other than JFK, is or
becomes a slot-constrained airport after the Closing Date, such Pledgor shall promptly notify the Collateral Trustee
thereof.
(vi) Such Pledgor is an “air carrier” within the meaning of Section 40102 of Title 49 and holds a
certificate under Section 41102 of Title 49. Such Pledgor holds an air carrier operating certificate issued pursuant to
Chapter 447 of Title 49. Delta is a “citizen of the United States” as defined in Section 40102(a)(15) of Title 49 and
as that statutory provision has been interpreted by the DOT pursuant to its policies (a “ United States Citizen ”).
Such
Pledgor possesses all necessary certificates, franchises, licenses, permits, rights, designations, authorizations,
exemptions, concessions, frequencies and
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