Delta Airlines 2012 Annual Report Download - page 256

the Collateral Trustee's taking possession or the Collateral Trustee's disposition of any of the Collateral, including,
without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right
which such Pledgor would otherwise have under law; and the Pledgor hereby further waives to the fullest extent
permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to
the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Trustee's
rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law. Any sale of, or the grant of options to purchase, or any other realization
upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of
each Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and
against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under such Pledgor.
(iii) If any Event of Default shall have occurred and be continuing, then in the Collateral Trustee's
reasonable discretion, the Collateral Trustee may use the blank, undated, signed Pacific Route FAA Slot transfer
documents held in escrow from time to time (substantially in the form of Exhibit A hereto) as a means to effectuate a
transfer as contemplated herein, subject in each case to applicable law.
(iv)
In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the
Collateral Trustee in this Agreement, the Pledgors will cooperate in good faith with the Collateral Trustee or its
designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the
reasonable opinion of the Collateral Trustee or its designee) desirable to conduct all aviation operations with respect
to the Collateral and will, at the request of the Collateral Trustee and in good faith, continue to operate and manage
the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the
Collateral Trustee or its designee obtain such licenses, consents and approvals, and at such time the Pledgors will
cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any new
aviation operator (including, without limitation, the Collateral Trustee or its designee).
Section 11. Application of Proceeds .
(a) Any cash held by the Collateral Trustee as Collateral and all cash proceeds received by the Collateral Trustee in
respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the exercise by
the Collateral Trustee of its remedies as a secured creditor as provided in Section 10 of this Agreement shall be applied from
time to time by the Collateral Trustee in accordance with the terms of the Collateral Trust Agreement.
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