Delta Airlines 2012 Annual Report Download - page 336

(a) Guarantee . (i) All references to the term “Guarantor”
in the Credit Agreement, or in any document or
instrument executed and delivered or furnished, or to be executed and delivered or furnished, in connection therewith shall
be deemed to be references to, and shall include, the Company, in each case as of the date hereof.
(ii)
The Company, as Guarantor, hereby joins in and agrees to be bound by each and all of the provisions of the
Credit Agreement, as of the date hereof, as a Guarantor thereunder, including without limitation, Section 9 thereof with the
same force and effect as if originally referred to therein as a Guarantor.
(b)
Collateral Documents . (i) All references to the term “Grantor”
in each Company Security Document, or
in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in
connection therewith shall be deemed to be references to, and shall include, the Company as of the date hereof.
(ii)
[The Company, as Grantor, hereby joins in and agrees to be bound by each and all of the provisions of
each Company Security Document, as of the date hereof, with the same force and effect as if originally referred to
therein as a Grantor.]
SECTION 2.
Representations and Warranties
. The Company hereby represents and warrants to the
Administrative Agent, the Collateral Trustee, the Issuing Lender, and the Secured Parties as follows:
(a)
The Company has the requisite [ corporate, partnership or limited liability company
] power and authority
to enter into this Assumption Agreement and to perform its obligations hereunder and under the Loan Documents to which it
is a party. The execution, delivery and performance of this Assumption Agreement by the Company and the performance of
its obligations hereunder and under the Loan Documents to which it is a party, have been duly authorized by all necessary
[ corporate, partnership or limited liability company
] action, including the consent of shareholders, partners or members
where required. This Assumption Agreement has been duly executed and delivered by the Company. This Assumption
Agreement and the Loan Documents to which it is a party each constitutes a legal, valid and binding obligation of the
Company enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.
(b)
The Company has delivered to the Administrative Agent any and all schedules and documents required as
[(i)]
a Guarantor under the Credit Agreement, [and (ii) a Grantor under each Company Security Document] .
SECTION 3.
Binding Effect
. This Assumption Agreement shall be binding upon the Company and shall inure to
the benefit of the Secured Parties and their respective successors and assigns.
SECTION 4. GOVERNING LAW .
THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK .
SECTION 5.
Counterparts. This Assumption Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall constitute an original for all purposes, but all such counterparts taken together
shall constitute but one and the same instrument. Any signature delivered by a party by facsimile or .pdf electronic
transmission shall be deemed to be an original signature thereto.
[ Signature Pages Follow ]