Delta Airlines 2006 Annual Report Download - page 178

(n) Liens on real and personal property acquired in connection with acquisitions permitted by this Article 6to the extent
such Liens exist on such acquired property at the time of acquisition; provided, that such Liens attach only to the assets (including related leases thereof and,
in the case of personal property, other assets integral to the use thereof including security deposits from any sublessee collaterally assigned for the benefit of
lessors) subject to such acquisition;
(o) Liens securing a Permitted Refinancing of Indebtedness, to the extent such Indebtedness being refinanced was
originally secured in accordance with this Section 6.7; providedthat such Lien does not attach to any additional property or assets of Borrower or any
Subsidiary;
(p) Liens securing the Loans and the other Obligations;
(q) any Lien on any Non-1110 Aviation Assets or Section 1110 Assets securing Indebtedness permitted under Section
6.3(a)(xx)or created as a result of the restructuring of any operating lease of Non-1110 Aviation Assets or Section 1110 Assets permitted under Section 6.3(a)
(i); provided, that such Liens attach only to the assets securing the applicable Indebtedness permitted under Section 6.3(a)(i)or (a)(iv);
(r) Liens created after the Closing Date in connection with operating Leases; provided, that, except in the case of
Liens arising under Section 6.7(e), such Liens attach only to the assets subject to such Lease (including any sublease thereof, other assets integral to the use
thereof and security deposits from any sublessee collaterally assigned for the benefit of lessors); and
(s) other Liens so long as the value of the property subject to such Liens, and the Indebtedness and other obligations
secured thereby, do not exceed, in the aggregate, $2,000,000.
No Credit Party shall grant, or permit any of its Subsidiaries to grant, except as expressly permitted by this Agreement, any Lien on any of its
respective assets securing the Senior Claims or the Junior Claims (as each such term is defined in the Skymiles Intercreditor Agreement), as the case may be,
to any Person other than each of the Administrative Agent and the Skymiles Agent on behalf of the applicable Secured Parties (as defined in the Skymiles
Intercreditor Agreement), subject to the relative priorities set forth in the Skymiles Intercreditor Agreement.
6.8 Sale of Stock and Assets.
No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any
of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (any such disposition being an “Asset Sale”), other than
(without duplication):
(a) sales and other dispositions of assets (excluding those assets subject to clause (c)or (i)below), and swaps, exchanges,
interchange or pooling of assets (subject to the limitations set forth in the Collateral Documents), in the ordinary course of business;
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