Delta Airlines 2006 Annual Report Download - page 264

“Material Adverse Effect” means a material adverse effect on (i) the business, assets, operations or financial or other condition or
prospects of (x) Borrower or (y) the Credit Parties taken as a whole (other than the commencement of the Cases and events customarily leading up to and
following the commencement of the Casesor otherwise reflected in the operating budget dated September 9, 2005 provided to the Administrative Agent), (ii)
the ability of Borrower or Guarantors to pay any of the Loans or any of the other Obligations in accordance with the terms of the Agreement, (iii) the
Collateral, the Liens of Administrative Agent for the benefit of the Secured Parties on the Collateral, or the priority of such Liens, or (iv) the Administrative
Agent’s or Lender’s rights and remedies under the Agreement and the other Loan Documents.
“Material Location” has the meaning ascribed to it in Section 5.8.
“Material Real Estate Contracts” means (for purposes of the Agreement only) any lease, usufruct, use agreement, license, permit or other
occupancy or facility use agreement under which a Credit Party is a tenant or counterparty, that has a remaining term of three (3) years or more as of the
Closing Date and (i) subject to receipt of any necessary consents, could be assigned to another user for a cash payment in excess $10,000,000 with a novation
of such Credit Party, or (ii) relates to major facilities required for a Credit Party’s operations, the loss of the lease, usufruct, use agreement, license, permit or
other occupancy or facility use agreement with respect thereto would materially and adversely affect a Credit Party’s ability to conduct its business as now
being conducted.
“Maturity Date” the earliest of (a) Scheduled Maturity Date, (b) the effective date of a Plan of Reorganization and (c) the date of
termination of Lenders’ obligations to permit existing Loans to remain outstanding pursuant to Section 8.2(b).
“Moody’s” means Moody’s Investors Service, Inc.
“Mortgage” means each of the mortgages, deeds to secured debt, deeds of trust or other real estate security documents delivered by any
Credit Party to the Administrative Agent on behalf of itself and Lenders with respect to the Owned Real Estate, substantially in the form attached as Exhibit
Dhereto.
“Mortgage Supporting Documents” means, with respect to a Mortgage for a parcel of Real Estate, each of the following:
(a) (i) evidence in form and substance reasonably satisfactory to the Administrative Agent that the recording
of counterparts of such Mortgage in the recording offices specified in such Mortgage will create a valid, perfected and enforceable first priority lien
on property described therein in favor of Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be
required or desired under local law) subject only to (A) Permitted Encumbrances and (B) such other Liens as the Administrative Agent may
reasonably approve and (ii) an opinion of counsel in each state in which any such Mortgage is to be recorded in form and substance and from
counsel reasonably satisfactory to the Administrative Agent;
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