Delta Airlines 2012 Annual Report Download - page 251

consents which relate to the operation of the routes flown by it and the conduct of its business and operations as
currently conducted except where failure to so possess would not, in the aggregate, have a Material Adverse Effect.
Except for matters that could not reasonably be expected to have a Material Adverse Effect, there are no past due
license fees owed on any Pledgor's DOT or FAA licenses, certificates or authorizations. Such Pledgor is in
compliance with all material requirements of the certificates and authorizations issued to it by the DOT or the FAA.
(vii) Such Pledgor has full corporate power and authority and legal right to pledge all of the Collateral
pursuant to this Agreement.
(viii) No consent of any other party (including, without limitation, stockholders or creditors of such
Pledgor), and no consent, authorization, approval, or other action by, and (except in connection with the perfection of
the Lien created hereby) no notice to or filing with, any Governmental Authority or other Person is required either
(x) for the pledge by such Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement or (y) for the exercise by the Collateral Trustee of the rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this Agreement; provided , however , that the (A)
transfer of (other than the grant or pledge of a security interest in) Pacific Routes is subject to the consent of the DOT
pursuant to Section 41307 of Title 49 and may be subject to Presidential review pursuant to Section 41307 of Title
49 and the approval of the applicable Pacific Route Foreign Aviation Authority as set forth in Section 10A below,
(B) any transfer of (other than the grant or pledge of a security interest in) Pacific Route FAA Slots is subject to
confirmation by the FAA, (C) the transfer of (other than the grant or pledge of a security interest in) Pacific Route
Gate Leaseholds and Specified Pacific Route FAA Slots may be subject to approval by Governmental Authorities or
Airport Authorities, aviation authorities, air carriers or other lessors and (D) the transfer of, grant or pledge of a
security interest in and exercise of remedies with respect to Pacific Route Foreign Slots may be subject to (x) the
requirements and limitations of applicable foreign law and (y) approval by the applicable Pacific Route Foreign
Aviation Authority or Airport Authorities.
(ix)
All information set forth herein relating to the Collateral of such Pledgor is accurate in all material
respects as of the date hereof.
(x) This Agreement is made with full recourse to such Pledgor and pursuant to and upon all the
warranties, representations, covenants and agreements on the part of such Pledgor contained herein, in the other
Priority Lien Documents, and otherwise in writing in connection herewith or therewith.
Section 5. Supplements, Further Assurances . (i) Each Pledgor agrees that at any time and from time to
time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be required or that the Collateral Trustee reasonably deems necessary in order to perfect,
preserve
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