Delta Airlines 2006 Annual Report Download - page 195

10.2 Perfection of Security Interests.
(a) At any time and from time to time, upon the reasonable request of the Administrative Agent and at the sole
expense of the Credit Parties, each Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such
further actions as the Administrative Agentmay deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such
Credit Party hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its
commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Administrative Agent
of any License or Contract held by such Credit Party and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise
consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated
securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives
the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in
blank), (iv) obtaining or using commercially reasonable efforts to obtain, (A) waivers or subordinations of Liens from landlords at locations required by
Section 5.8of this Agreement and (B) signed acknowledgements of Administrative Agent’s Liens from bailees at locations required by Section 5.8of this
Agreement having possession of any Credit Party’s Goods that they hold for the benefit of Secured Parties, (v) to the extent required by this Agreement and
not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Letters from each issuer of uncertificated
securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to
or for any Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or
commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (vi) in
accordance with and to the extent required by Annex C to this Agreement, obtaining a blocked account or similar agreement with each bank or financial
institution holding a Deposit Account for such Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive
control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vii) for each Credit
Party that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000, promptly, and in any event within two (2) Business
Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter-of-Credit Rights constitute a Supporting
Obligation for which Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation
bank with respect to such Letter-of-Credit Rights to enter into a tri-party agreement with Administrative Agent assigning such Letter-of-Credit Rights to
Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to Administrative Agent,
(viii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable
records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (ix) promptly,
and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any commercial tort claim (as defined in
the Code) involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this
Agreement, granting to Administrative Agent a Lien in such commercial tort claim, (x) maintaining complete and accurate stock records, (xi) except as
otherwise provided in clause (vii)hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect
the Administrative Agent’s Lien on letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith and
(xii) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral.
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