Delta Airlines 2012 Annual Report Download - page 252

and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee to exercise and
enforce its rights and remedies hereunder or under the Priority Lien Documents to which it is a party with respect to any
Collateral, including, without limitation, any actions reasonably requested by the Collateral Trustee to register, record and
identify the Collateral Trustee as a “Holder” of a Pacific Route FAA Slot (other than Specified Pacific Route FAA Slots)
with the FAA and to cause evidence of its title to be duly recorded, filed or filed for recording, to the extent permitted or
required under any applicable law, by such Pledgor as owner, and any actions reasonably requested by the Collateral Trustee
required to perfect, preserve and protect any such security interest under other applicable laws; provided , that
notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, no Pledgor shall be required to
take any action with respect to any Pacific Route Gate Leasehold that would result in the termination of such Pledgor's
interest in such Pacific Route Gate Leasehold or give rise to any indemnification obligation owing to, or any right to
terminate or commence the exercise of remedies by, any Governmental Authority or Airport Authority with respect thereto.
(ii)
Subject to the terms of the applicable Priority Lien Documents, upon any Guarantor acquiring any right, title
or interest in or to any Collateral (including any Proceeds of such Collateral), Delta shall cause such Guarantor to become a
Pledgor under this Agreement pursuant to a joinder agreement, including a supplement to Schedule I hereto, in form and
substance reasonably satisfactory to the Collateral Trustee the result of which shall be that such Guarantor shall have
pledged to the Collateral Trustee, and granted the Collateral Trustee, a duly perfected first priority security interest in and to
such Collateral (and such Collateral shall otherwise be subject only to Permitted Liens, to the same extent and subject to the
same terms and conditions as the Pledgors are subject hereunder.
Section 6. Provisions Concerning Pledged Collateral .
(i) Financing Statements
. Each Pledgor hereby authorizes the Collateral Trustee, at any time and from
time to time, to file or record such financing statements and amendments thereto, in form and substance acceptable to
the Collateral Trustee, as may from time to time be required or necessary to grant, continue and maintain a valid,
enforceable, first priority security interest in the Collateral as provided herein (to the extent such perfection and
priority can be obtained by filing a UCC financing statement or by filing a record of such security interest with the
FAA), and the other rights, as against third parties, provided hereby, all in accordance with the UCC as enacted in
any and all relevant jurisdictions or any other relevant law. Each Pledgor shall pay any applicable filing fees and
other expenses related to the filing of such financing statements and amendments thereto.
(ii) Compliance with Laws and Regulations . Each Pledgor shall promptly comply in all material
respects with all laws, ordinances, orders, rules, regulations, and requirements of all federal, state, municipal or other
governmental or quasi-governmental authorities or bodies including, without limitation, Pacific Route Foreign
Aviation Authorities, then having jurisdiction over the Collateral (or any part thereof) and/or the
8