Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF U Clause in Contracts

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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

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 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 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 28 29 Section 7.04. Severability 28 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 Section 7.08. Benefits of Agreement 29 Participation Agreement (2019-1 EETC) N907DN TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 29 30 Section 7.11. Further Assurances 30 Section 7.12. Section 1110 30 31 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 Consent 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 (20122019-1 EETC) [Reg. No.] N907DN PARTICIPATION AGREEMENT ([REG. NO.]N907DN) This PARTICIPATION AGREEMENT ([REG. NO.]N907DN), dated as of March 13, 20__4 2019, 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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 19 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 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 Section 7.08. Benefits of Agreement 29 30 Participation Agreement (2019-1 EETC) N510DN TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 29 30 Section 7.11. Further Assurances 30 Section 7.12. Section 1110 30 31 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 Airframe Warranties Agreement 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 (20122019-1 EETC) [Reg. No.] N510DN 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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.AGREEMENT

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 19 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 25 ARTICLE 7 MISCELLANEOUS 28 Section 7.01. Notices 27 28 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 30 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 30 Section 7.06. Effect of Headings and Table of Contents 29 30 Section 7.07. Successors and Assigns 29 30 Section 7.08. Benefits of Agreement 29 30 Participation Agreement (2020-1 EETC) N626QX TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 31 Section 7.10. Submission to Jurisdiction 29 31 Section 7.11. Further Assurances 30 31 Section 7.12. Section 1110 30 31 Schedule I - — Equipment Notes, Purchasers and Original Principal Amounts Amounts; Account Details Schedule II - — Trust Supplements Exhibit A-1 - — Form of Opinion of Counsel for Company Company’s Legal Department Exhibit A-2 - — Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 — Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 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 - D-1 — Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees Exhibit E-2 - D-2 — Form of Opinion of Special Delaware Washington UCC Counsel for Company Exhibit E — Form of Manufacturer’s Consent 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 (20122020-1 EETC) [Reg. No.] N626QX 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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.AGREEMENT

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 19 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 29 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 30 Section 7.06. Effect of Headings and Table of Contents 29 30 Section 7.07. Successors and Assigns 29 30 Section 7.08. Benefits of Agreement 29 30 Participation Agreement (2020-1 EETC) N568AS TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 29 31 Section 7.11. Further Assurances 30 31 Section 7.12. Section 1110 30 31 Schedule I - – Equipment Notes, Purchasers and Original Principal Amounts Amounts; Account Details Schedule II - – Trust Supplements Exhibit A-1 - – Form of Opinion of Counsel for Company Company’s Legal Department Exhibit A-2 - – Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 – Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 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 - D-1 – Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees Exhibit E-2 - D-2 – Form of Opinion of Special Delaware Alaska UCC Counsel for Company Exhibit E – Form of Manufacturer’s Consent 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 (20122020-1 EETC) [Reg. No.] N568AS PARTICIPATION AGREEMENT ([REG. NO.]N568AS) This PARTICIPATION AGREEMENT ([REG. NO.]N568AS), dated as of July 2, 20__4 2020, is made by and among DELTA AIR LINESALASKA AIRLINES, INC., a Delaware an Alaska 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 in effect as of the date hereof (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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 19 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 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 Section 7.08. Benefits of Agreement 29 30 Participation Agreement (2019-1 EETC) N360DN TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 29 30 Section 7.11. Further Assurances 30 31 Section 7.12. Section 1110 30 31 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 Airframe Warranties Agreement 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 (20122019-1 EETC) [Reg. No.] N360DN 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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.AGREEMENT

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 19 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 25 ARTICLE 7 MISCELLANEOUS 28 Section 7.01. Notices 27 28 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 30 Section 7.04. Severability 28 30 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 30 Section 7.06. Effect of Headings and Table of Contents 29 30 Section 7.07. Successors and Assigns 29 30 Section 7.08. Benefits of Agreement 29 30 Participation Agreement (2015-1 EETC) N801DZ TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 31 Section 7.10. Submission to Jurisdiction 29 31 Section 7.11. Further Assurances 30 31 Section 7.12. Section 1110 30 32 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 Consent 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 (20122015-1 EETC) [Reg. No.] N801DZ PARTICIPATION AGREEMENT ([REG. NO.]N801DZ) This PARTICIPATION AGREEMENT ([REG. NO.]N801DZ), dated as of August 24, 20__4 2015, 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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 19 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 29 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 29 30 Section 7.06. Effect of Headings and Table of Contents 29 30 Section 7.07. Successors and Assigns 29 30 Section 7.08. Benefits of Agreement 29 30 Participation Agreement (2020-1 EETC) N494AS TABLE OF CONTENTS (continued) Page Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 29 31 Section 7.11. Further Assurances 30 31 Section 7.12. Section 1110 30 31 Schedule I - Equipment Notes, Purchasers and Original Principal Amounts Amounts; Account Details Schedule II - Trust Supplements Exhibit A-1 - Form of Opinion of Counsel for Company Company’s Legal Department Exhibit A-2 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company Exhibit A-3 - Form of Opinion of Debevoise & Xxxxxxxx LLP, special counsel for Company, regarding Section 1110 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 D-1 - Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees Exhibit E-2 D-2 - Form of Opinion of Special Delaware Alaska UCC Counsel for Company Exhibit E - Form of Manufacturer’s Consent 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 (20122020-1 EETC) [Reg. No.] N494AS 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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.AGREEMENT

REPRESENTATIONS, WARRANTIES AND COVENANTS OF U. S. BANK 19 Section 5.01. Representations, Warranties and Covenants of U.S. Bank 18 19 ARTICLE 6 OTHER COVENANTS AND AGREEMENTS 22 Section 6.01. Other Agreements 21 22 Section 6.02. Certain Covenants of Company 24 Participation Agreement (2012-1 EETC) [Reg. No.] TABLE OF CONTENTS (continued) Page 25 ARTICLE 7 MISCELLANEOUS 27 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 28 29 Section 7.03. Governing Law 28 29 Section 7.04. Severability 28 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 Section 7.08. Benefits of Agreement 29 30 Participation Agreement (2019-1 EETC) N103DU TABLE OF CONTENTS (continued) Section 7.09. Counterparts 29 30 Section 7.10. Submission to Jurisdiction 29 30 Section 7.11. Further Assurances 30 31 Section 7.12. Section 1110 30 31 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 Airframe Warranties Agreement 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 (20122019-1 EETC) [Reg. No.] N103DU 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 capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the Indenture.AGREEMENT