Delta Airlines 2012 Annual Report Download - page 136

enter into any of the transactions contemplated thereby or would otherwise be material for purposes of United States Federal and state
securities laws.
“ Moody's ” shall mean Moody's Investors Service, Inc.
“ Multiemployer Plan ” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, which is
maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an
ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Borrower, or a
Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.
“ Multiple Employer Plan ”
shall mean a Single Employer Plan, which (a) is maintained for employees of the Borrower
or an ERISA Affiliate and at least one person (as defined in Section 3(9) of ERISA) other than the Borrower and its ERISA Affiliates
or (b) was so maintained, and in respect of which the Borrower or an ERISA Affiliate could have liability, contingent or otherwise,
under ERISA.
“ Net Cash Proceeds ” shall mean the aggregate cash proceeds and Permitted Investments received by the Borrower or
any of its Subsidiaries in respect of any Disposition of Collateral, Sale of Grantor or Recovery Event, net of the direct costs relating to
any such Disposition of Collateral, Sale of Grantor or Recovery Event, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a result of any such Disposition of Collateral, Sale of
Grantor or Recovery Event, taxes paid or payable as a result of the Disposition of Collateral, Sale of Grantor or Recovery Event, in each
case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and any reserve for adjustment
or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP.
“ No Undisclosed MNPI Representation ” by a Person shall mean a representation that such Person is not in possession
of any MNPI (other than MNPI which the Person in whose favor such representation is made has elected not to receive).
“ Non-Defaulting Lender ” shall mean, at any time, a Revolving Lender that is not a Defaulting Lender.
“ Nonpublic Information ” shall mean information which has not been disseminated in a manner making it available to
investors generally, within the meaning of Regulation FD.
“ Obligations ” shall mean the unpaid principal of and interest on (including interest, reasonable fees and reasonable
out-of-pocket costs accruing after the maturity of the Loans and interest, reasonable fees and reasonable out-of-pocket costs accruing
after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the
Borrower, whether or not a claim for post-filing or post-petition interest, fees or costs is allowed in such proceeding) the Loans and all
other obligations and liabilities of the Borrower to any Agent, any Issuing Lender or any Lender (or (i) in the case of Designated
Hedging Obligations, any Person who was a Lender or an Affiliate of a Lender when the related Designated Hedging Agreement was
entered into, or (ii) in the case of Designated Banking Product Obligations, any Person who was a Lender or a banking Affiliate of any
Lender at the time the related Designated Banking Product Agreement was entered into), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which arise under, out of, or in connection with, this
Agreement, any other Loan Document, any Letters of Credit, any Designated Hedging Agreement, any Designated Banking Product
Agreement, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal,
interest, reimbursement obligations, reasonable fees, indemnities, reasonable out-of-pocket costs, reasona-
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