Delta Airlines 2006 Annual Report Download - page 267

(b) Property Loss Event, net of (1) the costs of collection (the “Collection Costs” and, together with the Sale Costs, “Costs”),
(2) the amounts required to be applied pursuant to the terms of any ARB Indebtedness in respect of any asset subject thereto, (3) any amounts required to be
applied as described in Section 5.4(d)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 Property Loss Event, or otherwise required to be repaid as a result of such Property Loss Event;
provided, that, if the aggregate Costs related to any Asset Sale or any Property Loss Event exceeds $500,000, evidence of each such
Costs shall be provided to the Administrative Agent, in form and substance reasonably satisfactory to them.
“Net Orderly Liquidation Value” shall mean with regard to any Eligible Aircraft, Eligible Engines, Eligible Spare Parts, Eligible Ground
Service Equipment, Eligible Flight Simulators or Eligible Tooling, the net orderly liquidation value of such Eligible Aircraft, Eligible Spare Parts, Eligible
Ground Service Equipment, Eligible Flight Simulators or Eligible Tooling, as the case may be, as determined by reference to the most recent appraisal of the
applicable Credit Party.
“Non-Funding Lender” has the meaning ascribed to it in Section 11.9(a).
“Non-1110 Agreement” shall mean any agreement related to property that would have qualified as “equipment,” as such term is used in
Section 1110(a)(3)of the Bankruptcy Code if it had been placed in service on or prior to October 22, 1994, including, without limitation, security agreements,
mortgages, trusts, leases, conditional sale agreements or other instruments applicable to such property.
“Non-1110 Aviation Assets” shall mean (a) property that would have qualified as “equipment,” as such term is used in Section 1110(a)
(3)of the Bankruptcy Code if it had been placed in service on or prior to October 22, 1994 and all Non-1110 Agreements, to the extent that the Credit Parties
are prohibited from granting liens thereon or assignments thereof under the terms of any such agreements in effect at the commencement of the Cases (and to
the extent permitted by this Agreement, as such Non-1110 Agreement may be amended, modified, refinanced or restructured), (b) any other asset with respect
to which the granting of any lien would cause a default, directly or indirectly, of any such Non-1110 Agreements, (c) any deposits and reserves held or
maintained pursuant to such agreement or (d) property referred to in the previous clauses that the Borrower or any of the Guarantors elects to return to the
party providing financing therefor in exchange for a discharge of the related indebtedness; provided, that Non-1110 Aviation Assets shall not include any
Proceeds of such property (but only to the extent that the Credit Parties are entitled to such Proceeds).
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