Delta Airlines 2012 Annual Report Download - page 198

the Borrower or such Subsidiary shall, in each case at the Borrower's own expense, (A) cause any 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 each applicable Collateral
Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the
Collateral Trustee for the benefit of the Secured Parties applicable to such Additional Collateral, by executing and delivering to the
Administrative Agent and the Collateral Trustee, as applicable, an Instrument of Assumption and Joinder substantially in the form
attached hereto as Exhibit D and/or joinders to all applicable Collateral Documents or pursuant to new Collateral Documents, as the
case may be, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, (B) 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 (subject to Permitted Collateral Liens) 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 assets of the Borrower or such Subsidiary, as applicable, to secure the Obligations
to the extent required under the applicable Collateral Documents or 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) if requested by the Administrative
Agent, 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 may be in-house counsel and which shall be reasonably satisfactory to the
Administrative Agent) to the Borrower or such Subsidiary, as applicable, with respect to the matters described in clauses (A) and (B)
hereof, in form and substance reasonably satisfactory to the Administrative Agent.
SECTION 5.15. Other Pacific Route Information . Furnish to the Administrative Agent, within 45 days after the
close of each calendar quarter, notice of (i) any acquisition of any Pacific Route, Pacific Route FAA Slot, or Pacific Route Foreign Slot
and (ii) any sale or transfer of any Pacific Route, Pacific Route FAA Slot or Pacific Route Foreign Slot, in each case during such
calendar quarter and confirming the Pacific Routes, Pacific Route FAA Slots and Pacific Route Foreign Slots then in existence.
SECTION 5.16. Additional Collateral .
(a)
If (i) any Pacific Routes, Pacific Route Slots or Pacific Route Gate Leaseholds or (ii) any other properties or
assets that are intended to constitute Collateral under the terms of the Loan Documents (including, without limitation, applicable
Additional Collateral), in each case are acquired by the Borrower or any Subsidiary after the Closing Date, the Borrower will promptly
notify the Administrative Agent thereof and, in each case at its own expense, (1) cause such property or assets to be subjected to a first-
priority Lien securing the Obligations, subject to Liens permitted under Section 6.01, to the extent required under the applicable
Collateral Documents, (2) take, and cause its Subsidiaries to take, such actions as shall be reasonably required to create, grant, establish,
preserve and perfect such Liens (including to obtain any release or termination of Liens not permitted under Section 6.01) in favor of
the Collateral Trustee for the benefit of the Secured Parties in accordance with the other provisions of this Agreement or the Collateral
Documents, (3) to the extent that the fair market value (as determined in good faith by the Borrower) of such Collateral or other assets
or properties equals or exceeds $10,000,000, deliver to the Administrative Agent, for the benefit of the Lenders, and the Collateral
Trustee, for the benefit of the Secured Parties, an Officer's Certificate with respect to the matters described in subclauses (1) and (2)
hereof, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (4) to the extent that the fair market
value (as determined in good faith by the Borrower) of such Collateral or other assets or properties equals or exceeds $100,000,000 and
the Borrower or the applicable Guarantor shall have entered into a Collateral Document or a joinder thereto in satisfaction of its
obligations under subclauses (1) and (2) hereof, deliver to the Administra-
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