Delta Airlines 2012 Annual Report Download - page 253

use thereof by such Pledgor, of every nature and kind (the “ Requirements ”) including any of the same which relate
to or require changes or requirements incident to or as the result of any use thereof or otherwise, and each Pledgor
shall so comply, whether or not such Requirements shall now exist or shall hereafter be enacted or promulgated and
whether or not the same may be said to be within the present contemplation of the parties hereto. Notwithstanding
the foregoing, if the Pledgor in good faith contests a Requirement, it shall not be obligated to comply with such
Requirement to the extent such non-compliance or deferral is consistent with law and does not have a materially
adverse effect on the Collateral or the security interest therein.
(iii) Notice of Laws
. Each Pledgor agrees to give the Collateral Trustee notice of any violations of any
Requirement enacted, passed, promulgated, made, issued or adopted by any of the governmental departments or
agencies or authorities hereinbefore mentioned affecting the Collateral or such Pledgor's use thereof, a copy of which
is served upon or received by such Pledgor, or otherwise brought to the attention of such Pledgor, by mailing within
thirty (30) business days after such service, receipt, or after the same otherwise comes to the attention of such
Pledgor, a copy of each and every one thereof to the Collateral Trustee. At the same time, each Pledgor will inform
the Collateral Trustee as to the work or steps such Pledgor proposes to do or take in order to correct the violation.
Notwithstanding the foregoing, however, if such work or step would require any alterations which would, in the
Collateral Trustee's reasonable opinion, reduce the value of the Collateral or change the general character or use of
the Collateral, such Pledgor may, with the consent of the Collateral Trustee, defer compliance therewith, as long as
such deferral is consistent with applicable law in order that such Pledgor may, with the consent of the Collateral
Trustee, at such Pledgor's expense, contest or seek modification of or other relief with respect to such Requirements,
but nothing herein shall relieve such Pledgor of the duty and obligation, at such Pledgor's expense, to comply with
such Requirements, or such Requirements as modified, whenever the Collateral Trustee shall so direct.
Section 7. Collateral Trustee Appointed Attorney-in-Fact . Each Pledgor hereby appoints the Collateral Trustee as
such Pledgor's attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or
otherwise; from time to time in the Collateral Trustee's discretion to take any action and to execute any instrument which the
Collateral Trustee may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, which
appointment as attorney-in-fact is coupled with an interest.
Section 8. Collateral Trustee May Perform . If any Pledgor fails to perform any agreement contained herein after
receipt of a written request to do so from the Collateral Trustee, the Collateral Trustee may itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Collateral Trustee, including, without limitation, the
fees and expenses of its counsel, incurred in connection therewith, shall be payable by such Pledgor and shall be considered
Obligations.
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