Delta Airlines 2012 Annual Report Download - page 125

“ Designated Banking Product Obligations ” shall mean, as applied to any Person, any direct or indirect liability,
contingent or otherwise, of such Person in respect of any treasury, depository and cash management services and automated clearing
house transfers of funds services provided by a Lender or any of its banking Affiliates, including obligations for the payment of fees,
interest, charges, expenses, attorneys' fees and disbursements in connection therewith, in each case as designated by the Borrower and
such Lender (or such banking Affiliate) from time to time by written notice to the Administrative Agent as constituting “Designated
Banking Product Obligations,” which notice shall include (i) a copy of an agreement providing an agreed-upon maximum amount of
Designated Banking Product Obligations that can be included as Obligations, and (ii) the acknowledgment of such Lender (or such
banking Affiliate) that its security interest in the Collateral securing such Designated Banking Product Obligations shall be subject to
the Collateral Trust Agreement and the other Loan Documents; provided that, after giving effect to such designation, the aggregate
agreed-upon maximum amount of all “Designated Banking Product Obligations” included as Obligations, together with the aggregate
agreed-upon maximum amount of all “Designated Hedging Obligations” included as Obligations, shall not exceed $250,000,000 in the
aggregate.
“ Designated Hedging Agreement ” shall mean any Hedging Agreement entered into by the Borrower and any Person
that, at the time such Person entered into such Hedging Agreement, was (i) a Lender or an Affiliate of a Lender or (ii) a lender or an
affiliate of a lender under the Existing Credit Facilities (so long as such Person was a Lender or an Affiliate of a Lender on the Closing
Date) and, in each case as designated by the relevant Lender (or Affiliate of a Lender) and the Borrower, by written notice to the
Administrative Agent, as a “Designated Hedging Agreement,” which notice shall include a copy of an agreement providing for (i) a
methodology agreed to by the Borrower, such Lender or Affiliate of a Lender, and the Administrative Agent for reporting the
outstanding amount of Designated Hedging Obligations under such Designated Hedging Agreement from time to time, (ii) an agreed-
upon maximum amount of Designated Hedging Obligations under such Designated Hedging Agreement that can be included as
Obligations, and (iii) the acknowledgment of such Lender or Affiliate of a Lender that its security interest in the Collateral securing
such Designated Hedging Obligations shall be subject to the Collateral Trust Agreement and the other Loan Documents; provided that,
after giving effect to such designation, the aggregate agreed-upon maximum amount of all “Designated Hedging Obligations” included
as Obligations, together with the aggregate agreed-upon maximum amount of all “Designated Banking Product Obligations” included
as Obligations, shall not exceed $250,000,000 in the aggregate; provided , further
, that so long as any Revolving Lender is a Defaulting
Lender, such Revolving Lender shall not have any rights hereunder with respect to any Designated Hedging Agreement entered into
while such Revolving Lender was a Defaulting Lender.
“ Designated Hedging Obligations ” shall mean, as applied to any Person, all Hedging Obligations of such Person
under Designated Hedging Agreements; it being understood and agreed that, on any date of determination, the amount of such Hedging
Obligations under any Designated Hedging Agreement shall be determined based upon the “settlement amount” (or similar term) as
defined under such Designated Hedging Agreement or, with respect to a Designated Hedging Agreement that has been terminated in
accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any termination
payments then due and payable) under such Designated Hedging Agreement.
“ Disposition ” shall mean, with respect to any property, any sale, lease, sale and leaseback, conveyance, transfer or
other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.
“ Documentation Agent ” shall have the meaning set forth in the first paragraph of this Agreement.
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