Delta Airlines 2012 Annual Report Download - page 137

ble and documented out-of-pocket expenses (including all reasonable fees, charges and disbursements of counsel to any Agent, any
Issuing Lender or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided , however , that the
aggregate amount of all Designated Hedging Obligations and Designated Banking Product Obligations (in each case valued in
accordance with the definitions thereof) at any time outstanding that shall be included as “Obligations” shall not exceed $250,000,000.
“ OFAC ” shall have the meaning set forth in the definition of “Embargoed Person.”
“ Officer's Certificate ” shall mean, as applied to the Borrower or any Guarantor, a certificate executed by a
Responsible Officer of such Person in his/her capacity as such.
“ OID ” shall have the meaning set forth in Section 2.27(c)(v).
“ Other Taxes ” shall mean any and all present or future stamp, mortgage, intangible, documentary, recording, filing or
similar Taxes arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document, except that such term shall not include any such Taxes that are Connection Taxes
imposed with respect to an assignment.
“ Outstanding Letters of Credit ” shall have the meaning set forth in Section 2.02(j).
“ Pacific Countries ” shall mean (i) countries bordering the Pacific Ocean in Asia, North America, Australia and New
Zealand, (ii) islands surrounded by the Pacific Ocean and (iii) Thailand, Myanmar (Burma), Laos and Cambodia.
“ Pacific Route 828 ” shall mean Route 828 and all associated China all-cargo frequencies.
“ Pacific Route FAA Slot ” shall mean, at any time, any FAA Slot of the Borrower and the Guarantors, now held or
hereafter acquired, to the extent that such FAA Slot is used to operate direct non-stop flights to Pacific Countries using a Pacific Route
and all take-off and landing rights and operational authority of the Borrower and the Guarantors at any airport in the United States
which is a central connection point through which the Borrower or any of the Guarantors coordinate flights utilizing the Pacific Routes
or which is an origination or destination point for flights utilizing the Pacific Routes, in each case, at such time. To the extent that the
Borrower and the Guarantors cease to use any Pacific Route FAA Slot in connection with the Pacific Routes, such Pacific Route FAA
Slot shall automatically cease to be a Pacific Route FAA Slot hereunder.
“ Pacific Route Foreign Aviation Authorities ” shall mean any foreign governmental, quasi-
governmental, regulatory or
other agencies, public corporations or private entities that exercise jurisdiction over the authorization (a) to serve any foreign point on
each of the Pacific Routes and/or to conduct operations related to the Pacific Routes and Pacific Route Supporting Route Facilities
and/or (b) to hold and operate any Pacific Route Foreign Slots.
“ Pacific Route Foreign Slot ” shall mean any Foreign Slot of the Borrower and the Guarantors necessary to operate a
Pacific Route, whether or not utilized by the Borrower and the Guarantors.
“ Pacific Route Gate Leaseholds ”
shall mean, at any time, all of the right, title, privilege, interest, and authority now or
hereafter acquired or held by the Borrower and the Guarantors in connection with the right to use, operate or occupy space in an airport
terminal at which the Borrower or any of the Guarantors conduct scheduled operations for direct non-stop flights (or flights originating
at airports
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