Delta Airlines 2006 Annual Report Download - page 187

(n) In the case of any other Slots, Gates or Routes, any applicable Aviation Authority modifies, suspends,
revokes, terminates, cancels or otherwise takes any action that adversely affects any Credit Party’s Permits or any Credit Party’s use or occupation or
maintenance of such Slots, Gates and Routes due to any Credit Party’s failure to abide by applicable law or any contract governing the use of such Slots,
Gates and Routes, or any Credit Party otherwise ceases to use, occupy or maintain such Slots, Gates and Routes, and any event referred to in this clause
(n)could reasonably be expected to have a Material Adverse Effect.
(o) Any Lien shall arise on the assets of any Credit Party in favor of the PBGC or an ERISA Plan and such lien has not
been stayed pursuant to the Bankruptcy Code, but only to the extent that such Lien could reasonably be expected to result in liability to any Credit Party in an
amount which would exceed $1,000,000.
(p) Any of the Cases shall be dismissed (or the Bankruptcy Court shall make a ruling requiring the dismissal of
the Cases) or converted to a case under chapter 7 of the Bankruptcy Code (except to the extent the disposition of assets upon such liquidation would be
permitted under Section 6.8), or any Credit Party shall file any pleading requesting any such relief; a trustee under chapter 7 or chapter 11 of the Bankruptcy
Code, a responsible officer or an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in section 1106(a)(3)
and (4) of the Bankruptcy Code) under section 1106(b) of the Bankruptcy Code shall be appointed in any of the Cases; or an application shall be filed by any
Credit Party for the approval of, or the Court shall enter an order granting, (i) other than any Claim of Amex under the Post-Petition Skymiles Facility
Documents with respect to the Skymiles Collateral, any other Claim having priority senior to or pari passu with the claims of the Administrative Agent and
the Lenders under the Loan Documentsor, without the prior written consent of the Administrative Agent, any other claim having priority over any or all
administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code (other than the Carve-Out) or (ii) any Lien on the Collateral
having a priority senior to or pari passu with the Liens and security interests granted herein, except the Liens on Skymiles Collateral securing the obligations
under the Post-Petition Skymiles Facility and except as otherwise expressly provided herein.
(q) Any Credit Party shall file a motion seeking, or the Bankruptcy Court shall enter, an order (i) approving any payment
(as adequate protection or otherwise) on account of any Claim against any Credit Party arising or deemed to have arisen prior to the Petition Date, other than a
Permitted Prepetition Payment, (ii) approving any other First Day Order not reasonably acceptable to the Administrative Agent, (iii) granting relief from the
automatic stay applicable under section 362 of the Bankruptcy Code to any holder of any security interest to permit foreclosure or obtain liens on any assets
which have a value in excess of $10,000,000 (it being understood that neither the relinquishment by the Borrower or Guarantors of Section 1110 Assets, nor
the foreclosure of security interests in Section 1110 Assets (or in property in the possession of the applicable secured party) as to which defaults have not been
cured pursuant to Section 1110 of the Bankruptcy Code, shall be considered to be included in this paragraph) providedthat, if any Credit Party would
otherwise be permitted under this Agreement to make a payment to the holder of a security interest in cash or Cash Equivalents (“Cash Collateral”), and the
obligation to make such payment is secured by such Cash Collateral, then in lieu of making such payment, such Credit Party may direct or authorize such
secured party to, and such secured party may, apply such Cash Collateral to satisfy such payment obligation (including by way of setoff against or foreclosure
on such Cash Collateral), (iv) authorizing the sale of all or substantially all of Borrower’s assets (unless such order contemplates payment in full in cash of the
Obligations upon consummation of such sale, whether pursuant to a Plan of Reorganization or otherwise) or (v) except to the extent the disposition of assets
upon such liquidation would be permitted under Section 6.8, approving the implementation of liquidation under chapter 11 of the Bankruptcy Code in any
Case; or
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