Delta Airlines 2012 Annual Report Download - page 199

tive 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 the Borrower and the Guarantors, as applicable, 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.
(b) [reserved]
SECTION 5.17. Further Assurances . Execute any and all further documents and instruments, and take all further
actions, that may be required or advisable under applicable law or by the FAA, or that the Administrative Agent or the Collateral
Trustee may reasonably request, in order to create, grant, establish, preserve, protect and perfect the validity, perfection and priority of
the Liens and security interests created or intended to be created by the Collateral Documents, to the extent required under this
Agreement or the Collateral Documents.
SECTION 6.
NEGATIVE COVENANTS
From the date hereof and for so long as the Commitments remain in effect, any Letter of Credit remains outstanding (in
a face amount in excess of the sum of (i) the amount of cash then held in the Letter of Credit Account and (ii) the face amount of back-
to-
back letters of credit delivered pursuant to Section 2.02(i)) or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder (other than contingent indemnification obligations not due and payable), the Borrower and each of the Guarantors will
not:
SECTION 6.01. Liens . Incur, create, assume or suffer to exist any Lien on (i) any Pacific Routes, Pacific Route
Slots, or Pacific Route Gate Leaseholds, or (ii) any other properties or assets that constitute Collateral under the terms of the Loan
Documents (including, without limitation, applicable Additional Collateral), in each case now owned or hereafter acquired by the
Borrower or any of the Guarantors, other than:
(a) Permitted Collateral Liens;
(b) (i) Liens on the Collateral in favor of the Collateral Trustee securing the Obligations and (ii) Liens on the Letter of
Credit Account in favor of the Administrative Agent in accordance with the terms hereof;
(c) Liens on the Collateral in favor of the Collateral Trustee securing, on a pari passu basis in accordance with the
Collateral Trust Agreement, Pari Passu Senior Secured Debt; and
(d) Liens on the Collateral in favor of the Collateral Trustee securing, on a junior basis in accordance with the
Collateral Trust Agreement, Junior Secured Debt.
SECTION 6.02. Merger, etc . Merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except (a) that any Subsidiary (so long as such Subsidiary is not the Borrower) may merge
into the Borrower or any other Guarantor in a transaction in which the Borrower or any Guarantor is the surviving corporation,
provided that (i) immediately after giving effect thereto no Event of Default
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