Delta Airlines 2006 Annual Report Download - page 168

(v) if such Subsidiary is party to a Case, to obtain an order of the Bankruptcy Court confirming in such Case extension
of the terms of the Final Order to such new Subsidiary as a debtor and debtor in possession;
(vi) to take such other actions as the Administrative Agent reasonably deems necessary to ensure the validity or
continuing validity of the guaranties required to be given pursuant to clause (i)above or to create, maintain or perfect the security interest required
to be granted pursuant to clause (ii) above, including the filing of financing statements or other recordations in such jurisdictions as may be
required by the Collateral Documents, the Code, the FAA or applicable law, or as may be reasonably requested by the Administrative Agent; and
(vii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters
described above in connection with the addition of any Guarantor or Collateral acquired after the date hereof, which opinions shall be in form and
substance consistent with those delivered on the Closing Date and from counsel reasonably satisfactory to the Administrative Agent.
(b) Notwithstanding the foregoing, (i) prior to the occurrence of any Event of Default, the Administrative Agent shall not take any
security interest in or require any actions to be taken with respect to (A) those assets as to which the Administrative Agent shall determine, in their reasonable
discretion, that the cost of obtaining such security interest or taking such action are excessive in relation to the benefit to Lenders afforded thereby, (B)
property the acquisition or construction of which was financed through Indebtedness (existing as of the Closing Date (other than Gates) or as permitted by
Section 6.3(a)), and (C) any property to the extent that the granting of such a security interest would constitute a breach or violation of a valid and effective
restriction in favor of a third party (including, without limitation, mandatory consent rights), that would result in the termination of any Credit Party’s interest
in such Collateral or give rise to any indemnification obligations or any right to terminate or commence the exercise of remedies under such restrictions, (ii)
the Administrative Agent shall not take any security interest in, or require any Credit Party to take any action referred to in Section 5.12(a)(iv)with respect to,
real estate, or require the execution or delivery of any Aircraft Mortgage or Spare Parts Mortgage, or require any Credit Party to take any actions with respect
to the FAA relating to any of the 737-800 aircraft described in Section 6.8(m) hereof or with respect to any asset (A) until the expiration of 90 days after the
date of acquisition thereof, unless Borrower shall have given the Administrative Agent notice that it does not intend to finance such acquisition as permitted
by Section 6.3(a)(i), and (B) previously securing or financed by Existing Secured Indebtedness until the expiration of 90 days after such Existing Secured
Indebtedness has been repaid, unless Borrower shall have given the Administrative Agent notice that it does not intend to finance such asset as permitted by
Section 6.3(a)(v), and (iii) Liens required to be granted and actions required to be taken pursuant to this Section 5.12shall all be subject to exceptions and
limitations (including Liens permitted pursuant to Section 6.7) consistent with those set forth herein and in the Collateral Documents as in effect on the
Closing Date.
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