Delta Airlines 2006 Annual Report Download - page 266

(f) such other agreements, documents and instruments in form and substance reasonably satisfactory to the Administrative
Agent as the Administrative Agent deems necessary or appropriate to create, register or otherwise perfect, maintain, evidence the
existence, substance, form or validity of, or enforce a valid and enforceable first priority lien on such parcel of Real Estate 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 Permitted Encumbrances.
“Mortgagee’s Title Insurance Policy” has the meaning ascribed to it in the definition of “Mortgage Supporting Documents”.
“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, and to which any Credit Party or
ERISA Affiliate is making, is obligated to make or has made or been obligated to make, contributions on behalf of participants who are or were employed by
any of them.
“Net Capital Expenditures” means, for any period, Capital Expenditures for such period plus(without duplication) (i) any increases in the
aggregate amount of advances or deposits made in connection with Capital Expenditures during such period, and (ii) the amount by which the aggregate
principal amount of any Indebtedness incurred pursuant to Section 6.3(a)(i)(“Purchase Money Debt”) was reduced in connection with any refinancing of
interim Purchase Money Debt during such period, minus(without duplication) (x) the aggregate principal amount of any Purchase Money Debt incurred
during such period, including without limitation in connection with any increase in Purchase Money Debt incurred in connection with any refinancing of
interim Purchase Money Debt, and (y) any decreases in advances or deposits made in connection with Capital Expenditures during such period.
“Net Cash Proceeds” means proceeds received by any Credit Party after the Closing Date in cash or Cash Equivalents from:
(a) (i) Asset Sales permitted under Section 6.8(a)in excess of $5,000,000, individually or in the aggregate, for any Fiscal Year
(other than (x) Asset Sales of Aircraft and (y) any single Asset Sale resulting in gross proceeds not exceeding $5,000), (ii) Asset Sales of any Collateral
included in the Term A Borrowing Base permitted under Section 6.8(c)(ii), (iii) any Excluded Sales permitted under Section 6.8(d)and of the type described
in clause (ii) or (iv)of the definition thereof, to the extent resulting in gross proceeds in excess of $50,000,000, individually or in the aggregate, and (iv) any
other Asset Sale (other than (A) any Asset Sale permitted under Sections 6.8(c)(i), (d)(except, for the avoidance of doubt, to the extent required by clause (iii)
above), (e), (f), (g), (i), (j), (k), (l), (n)(other than sales of Section 1110 Assets or Non-1110 Aviation Assets) or (o)or (B) any single Asset Sale resulting in
gross proceeds not exceeding $5,000), in excess of $5,000,000, individually or in the aggregate, for any Fiscal Year for all such Asset Sales, in each case, net
of (1) the reasonable cash costs of sale, assignment or other disposition, (2) taxes paid or reasonably estimated to be payable as a result thereof, (3) reserves
provided, to the extent required by GAAP, against any liabilities that are directly attributed to such Asset Sale (clauses (1), (2)and (3)collectively referred to
herein as the “Sale Costs”) and (4) any amount required to be paid or prepaid on Indebtedness or other obligations (other than the Obligations) secured by the
assets subject to such Asset Sale, or otherwise required to be repaid as a result of such Asset Sale; provided, that, in the case of any Asset Sale of fuel that has
been pre-ordered in the ordinary course of business occurring substantially concurrently with the purchase of such fuel subject to such Asset Sale, “Net Cash
Proceeds” shall be deemed net of the purchase price of such fuel; and
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