Delta Airlines 2006 Annual Report Download - page 247

“Eligible Accounts” means all of the Accounts owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate
delivered by Borrower to the Administrative Agent shall be “Eligible Accounts” for purposes of this Agreement, except, without duplication, any Account of
the Credit Parties:
(a) that does not arise from the air transportation of passengers, freight and cargo or the sale of
goods or performance of services by the Credit Parties in the ordinary course of its business;
(b) (i) upon which any Credit Party’s right to receive payment is not absolute or is contingent upon
the fulfillment of any condition whatsoever or (ii) as to which any Credit Party is not able to bring suit or otherwise enforce its remedies
against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for
goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject
to any Credit Party’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer;
provided, that clauses (i) and (iii) above shall not apply to receivables in respect of the transportation of passengers in the ordinary course
of business;
(c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;
(d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the
Account for goods and services sold to or services rendered, or to be rendered with respect to receivables in respect of the transportation
of passengers, and goods accepted by the applicable Account Debtor;
(e) Eligible Unbilled Accounts;
(f) that is owed by any director, officer, other employee or Affiliate of any Credit Party;
(g) that is the obligation of an Account Debtor that is the United States government or a political
subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless the Credit Party, if
necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any
applicable state, county or municipal law restricting the assignment thereof with respect to such obligation and such assignment has been
accepted and acknowledged by the appropriate governmental officers;
(h) that is the obligation of an Account Debtor located in (x) with respect to Credit Card
Receivables, Korea or Brazil and (y) with respect to all other receivables, a foreign country other than Canada unless payment thereof is
assured by a letter of credit assigned and delivered to the Administrative Agent, satisfactory to the Administrative Agent as to form,
amount and issuer;
(i) with respect to receivables in respect of the transportation of passengers, to the extent any Credit Party owed the
applicable Account Debtor for services sold or rendered by such Account Debtor to such Credit Party but only to the extent of the
potential offset, including, without limitation under code share arrangements, interline agreements or other agreements between airlines
in which tickets may be purchased on one airline and honored by another airline;
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