REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS Section 6.01. Other Agreements 21 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page ARTICLE 7 MISCELLANEOUS Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 Section 7.03. Governing Law 28 Section 7.04. Severability 28 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 Section 7.06. Effect of Headings and Table of Contents 29 Section 7.07. Successors and Assigns 29 Section 7.08. Benefits of Agreement 29 Section 7.09. Counterparts 29 Section 7.10. Submission to Jurisdiction 29 Section 7.11. Further Assurances 30 Section 7.12. Section 1110 30 Schedule I - Equipment Notes, Purchasers and Original Principal Amounts Schedule II - Trust Supplements Exhibit A-1 - Form of Opinion of Counsel for Company Exhibit A-2 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit B - Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees, Subordination Agent and U.S. Bank Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - [Form of Manufacturer’s Consent]2 [Reserved.]3 Exhibit E-1 - Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees Exhibit E-2 - Form of Opinion of Special Delaware UCC Counsel for Company Annex A - Definitions 2 To be inserted for all aircraft other than N359NW and N360NW. 3 To be inserted for N359NW and N360NW. Participation Agreement (2012-1 EETC) [Reg. No.] PARTICIPATION AGREEMENT ([REG. NO.]) This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of , 20__4 , is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such cap...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK Section 5.01. Representations, Warranties and Covenants of U.S. Bank. U.S. Bank, generally, and as each of Loan Trustee, Subordination Agent and Pass Through Trustee as it relates to it, represents, warrants and covenants that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK Section 5.01 Representations, Warranties and Covenants of U.S. Bank....................................... 14 ARTICLE 6
REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 18 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of Company 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 Section 7.03. Governing Law 29 Section 7.04. Severability 29 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 Section 7.06. Effect of Headings and Table of Contents 29 Section 7.07. Successors and Assigns 29
REPRESENTATIONS, WARRANTIES AND COVENANTS OF U
