Delta Airlines 2012 Annual Report Download - page 197

(d) Subject to any governmental requirement of confidentiality, promptly upon request of the Administrative
Agent or any Lender, deliver to the Administrative Agent or such Lender copies of (i) each certificate or order issued by the DOT and
the applicable Pacific Route Foreign Aviation Authorities with respect to Pacific Routes, (ii) all material filings made by the Borrower
or any other applicable Guarantor with any Governmental Authority or any Pacific Route Foreign Aviation Authorities related to
preserving and maintaining the Pacific Routes and (iii) any notices received from any Person notifying the Borrower or any applicable
Guarantor of an event which would have a material adverse effect upon the Pacific Routes, or the failure to preserve such Pacific
Routes as required pursuant to this Section 5.13.
SECTION 5.14. Additional Guarantors and Grantors .
(a) If (i) any additional Domestic Subsidiary is formed or acquired after the Closing Date (other than an Immaterial
Subsidiary or an Excluded Subsidiary), (ii) any Immaterial Subsidiary (other than an Excluded Subsidiary) ceases to be an Immaterial
Subsidiary but continues to be a Domestic Subsidiary, (iii) any Excluded Subsidiary (other than an Immaterial Subsidiary) that is a
Domestic Subsidiary ceases to be an Excluded Subsidiary but continues to be a Domestic Subsidiary, (iv) any Subsidiary that is not a
Guarantor directly or indirectly guarantees, pledges any property or assets to secure, or otherwise becomes obligated under any Pari
Passu Senior Secured Debt or Junior Secured Debt, or (v) any Subsidiary that is not at the time a Grantor acquires (x) any Pacific
Routes, Pacific Route Slots, or Pacific Route Gate Leaseholds, or (y) any other properties or assets that are intended to constitute
Collateral under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral) or any assets that
would constitute “Collateral” under the Security Agreement if held by a Grantor (any such assets, “ Applicable Assets ”; and any such
Subsidiary, a “ Collateral-Acquiring Subsidiary ”), the Borrower will promptly, and in any event within twenty (20) Business Days
after such Subsidiary is formed or acquired, ceases to be an Immaterial Subsidiary or an Excluded Subsidiary, becomes obligated under
any Pari Passu Senior Secured Debt or Junior Secured Debt, or acquires such Collateral or other assets or properties, as the case may
be, in each case at the Borrower's own expense, (A) cause such Subsidiary to become a party to the Guarantee contained in Section 9
hereof (to the extent such Subsidiary is not already a party thereto) and, in the case of a Collateral-Acquiring Subsidiary, each
applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien
on such Subsidiary's Applicable Assets in favor of the Collateral Trustee for the benefit of the Secured Parties, by executing an
Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit D as well as joinders to all applicable
Collateral Documents in form and substance reasonably satisfactory to the Administrative Agent , (B) in the case of a Collateral-
Acquiring Subsidiary, subject to preexisting Liens on such Subsidiary's assets and the terms thereof (to the extent the same are
permitted under this Agreement), promptly execute and deliver to the Administrative Agent and the Collateral Trustee such documents
and take such actions to create, grant, establish, preserve and perfect first-priority Liens (including to obtain any release or termination
of Liens not permitted under Section 6.01 and the filing of Uniform Commercial Code financing statements) in favor of the Collateral
Trustee for the benefit of the Secured Parties on such Subsidiary's Applicable Assets to secure the Obligations to the extent required
under the applicable Collateral Documents or reasonably requested by the Administrative Agent, and to ensure that such Collateral shall
be subject to no other Liens other than Liens permitted under Section 6.01 and, (C) in the case of a Collateral-Acquiring Subsidiary,
deliver to the Administrative Agent, for the benefit of the Lenders, and the Collateral Trustee, for the benefit of the Secured Parties, a
written opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) to such Subsidiary with respect
to the matters described in clauses (A) and (B) hereof, in each case in form and substance reasonably satisfactory to the Administrative
Agent.
(b) If the Borrower or any Subsidiary desires or is required pursuant to the terms of this Agreement (including
pursuant to Section 6.06) to add Additional Collateral after the Closing Date,
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