Delta Airlines 2006 Annual Report Download - page 167

5.12 Additional Guaranties and Collateral Documents.
(a) Except as otherwise set forth in the Aircraft Mortgage, to the extent not delivered to the Administrative Agent on or before the
Closing Date (including in respect of after-acquired property, other than real estate and interests in real estate that are not Owned Real Estate, and Persons that
become Subsidiaries of any Credit Party after the Closing Date), Borrower agrees promptly to do, or cause each Subsidiary of Borrower (other than Excluded
Subsidiaries) to do, each of the following, unless otherwise agreed by the Administrative Agent:
(i) deliver to the Administrative Agent such duly executed supplements and amendments to this Agreement, in each
case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary in
order to ensure that each Domestic Subsidiary of Borrower (other than Excluded Subsidiaries), guaranties, as primary obligor and not as surety, the
full and punctual payment when due of the Obligations or any part thereof;
(ii) deliver to the Administrative Agent such duly executed supplements and amendments to any of the Collateral
Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably
deems necessary in order to (A) effectively grant to the Administrative Agent for the benefit of the Secured Parties, a valid, perfected and
enforceable security interest in all assets, personal property or property interests that constitute Collateral owned by any Credit Party and
(B) effectively grant to the Administrative Agent for the benefit of the Secured Parties, a valid, perfected and enforceable security interest in all
Stock and other debt Securities of any Credit Party and each direct Subsidiary of each Credit Party (other than the Stock of the Excluded Issuers);
provided, however, that, in no event shall (x) more than 65% of the outstanding voting Stock of any Subsidiary which is not a Domestic Subsidiary
be pledged to secure the Obligations or (y) the Stock of any joint venture company be pledged to the extent that such pledge is restricted by legally
binding arrangements between the joint venture parties;
(iii) deliver to the Administrative Agent all certificates, instruments and other documents representing all Collateral
required to be pledged and delivered under the Collateral Documents and all other Stock and other debt Securities being pledged pursuant to the
joinders, amendments and supplements executed pursuant to clause (ii)above;
(iv) to the extent permitted hereunder, if any Credit Party acquires a fee simple ownership interest in real estate after the
Closing Date, or discovers that it owns any fee simple interest in real estate not constituting Owned Real Estate, within ninety (90) days thereof,
execute and deliver to the Administrative Agent, a Mortgage granting the Administrative Agent for the benefit of Secured Parties a valid, perfected
and enforceable first priority Lien on such real estate and, if reasonably required by the Administrative Agent, environmental audits, mortgage title
insurance policy, real property survey, local counsel opinion(s), supplemental casualty insurance and flood insurance, and such other documents,
instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the
Administrative Agent (it being understood and agreed that each such real estate so acquired shall be considered “Owned Real Estate” for purposes
of this Agreement from and after the date of its acquisition);
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