Delta Airlines 2012 Annual Report Download - page 127

ties, or the extinguishment, under GAAP, of any Indebtedness, of the Borrower or any of its Subsidiaries; (7) in the case of a successor
to the Borrower by consolidation or merger or as a transferee of its assets, any earnings of such successor prior to such consolidation,
merger or transfer of assets; and (8) any deferred credit representing the excess of equity in any Subsidiary at the date of acquisition of
such Subsidiary over the cost to the Borrower or any of its Subsidiaries of the investment in such Subsidiary.
“ Economic Sanctions Laws ” shall mean (i) the Trading with the Enemy Act (50 U.S.C. App. §§ 5(b) and 16, as
amended), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1706, as amended) and Executive Order 13224
(effective September 24, 2001), as amended and (ii) any and all other laws, orders, executive orders, decrees, rules, regulations, statutes,
or treaties applicable to a Loan Party, its Subsidiaries or Affiliates relating to economic sanctions and terrorism financing.
“ Eligible Assignee ” shall mean (a) a commercial bank having total assets in excess of $1,000,000,000, (b) a finance
company, insurance company or other financial institution or fund, in each case reasonably acceptable to the Administrative Agent,
which in the ordinary course of business extends credit of the type contemplated herein or invests therein and has total assets in excess
of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Code or
Section 406 of ERISA, (c) any Lender or any Affiliate of any Lender, (d) an Approved Fund, (e) any other financial institution
reasonably satisfactory to the Administrative Agent and (f) solely with respect to assignments of Term Loans and solely to the extent
permitted pursuant to Section 10.02(g), the Borrower.
“ Embargoed Person ” shall mean (i) any country or territory that is the subject of a sanctions program administered by
the U.S. Treasury Department's Office of Foreign Assets Control (“ OFAC ”)
or (ii) any party that (w) is publicly identified on the most
current list of “Specially Designated Nationals and Blocked Persons” published by OFAC, (x) is a “designated national” pursuant to
OFAC's Cuban Assets Control Regulations (31 C.F.R. 515.305), (y) resides, is organized or chartered, or has a place of business in a
country or territory that is the subject of a sanctions program administered by OFAC or (z) is publicly identified as prohibited from
doing business with the United States under the International Emergency Economic Powers Act or the Trading With the Enemy Act.
“ Environmental Laws ” shall mean all laws (including common law), statutes, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions or legally binding requirements or agreements issued, promulgated or entered into by or with
any Governmental Authority, relating to the environment, preservation or reclamation of natural resources, the handling, treatment,
storage, disposal, Release or threatened Release of, or the exposure of any Person (including employees) to, any pollutants,
contaminants or any toxic, radioactive or otherwise hazardous materials.
“ Environmental Liability ” shall mean any liability, contingent or otherwise, (including any liability for damages,
natural resource damage, costs of environmental investigation, remediation or monitoring, administrative oversight, costs, fines or
penalties) resulting from or based upon (a) violation of any Environmental Law or requirement of any Airport Authority relating to
environmental matters, (b) the generation, use, handling, transportation, storage, treatment, disposal or the arrangement for disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials
into the environment or (e) any contract, agreement, lease or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.
“ Environmental Permits ” shall mean any and all permits, licenses, approvals, registrations, notifications, exemptions
and any other authorization issued pursuant to or required under any Environmental Law or by any Airport Authority with respect to
environmental matters.
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