Delta Airlines 2012 Annual Report Download - page 140

vision as is required in conformity with GAAP has been made therefor; (2) Liens imposed by law, such as carriers', warehousemen's,
landlord's and mechanics' Liens, in each case, incurred in the ordinary course of business; (3) leases, subleases, use agreements and
swap agreements constituting “Permitted Dispositions” pursuant to clause (d) of such definition, (4) Liens incurred in the ordinary
course of business of the Borrower or any of the Guarantors with respect to obligations that do not exceed $10.0 million at any one time
outstanding, and (5) Liens arising by operation of law in connection with judgments, attachments or awards which do not constitute an
Event of Default hereunder.
“ Permitted Disposition ” shall mean any of the following:
(a) the Disposition of cash or Permitted Investments constituting Collateral in exchange for other cash or Permitted
Investments constituting Collateral and having reasonably equivalent value therefor; provided that this clause (a) shall not
permit any Disposition of the Letter of Credit Account or any amounts on deposit therein;
(b)
Dispositions of Collateral among the Grantors (including any Person that shall become a Grantor simultaneous
with such Disposition in the manner contemplated by Section 5.14); provided that (i) such Collateral remains at all times
subject to a first priority Lien with the same level of perfection as was the case immediately prior to such Disposition (subject
to Liens permitted under Section 6.01) in favor of the Collateral Trustee for the benefit of the Secured Parties following such
Disposition, (ii) concurrently therewith, the Grantors shall execute any documents and take any actions reasonably required to
create, grant, establish, preserve or perfect such Lien in accordance with the other provisions of this Agreement or the
Collateral Documents, (iii) concurrently therewith, the Administrative Agent, for the benefit of the Lenders, and the Collateral
Trustee, for the benefit of the Secured Parties, shall receive an Officer's Certificate, with respect to the matters described in
clauses (i) and (ii) hereof, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (iv)
concurrently with any Disposition of Collateral to any Person that shall become a Grantor simultaneous with such Disposition
in the manner contemplated by Section 5.14, the Administrative Agent, for the benefit of the Lenders, and the Collateral
Trustee, for the benefit of the Secured Parties, shall receive a written opinion of counsel (which counsel shall be reasonably
satisfactory to the Administrative Agent) to the Borrower and the Guarantors, as applicable, with respect to the matters
described in clauses (i) and (ii) hereof, in each case in form and substance reasonably satisfactory to the Administrative Agent;
provided further that this clause (b) shall not permit any Disposition of the Letter of Credit Account or any amounts on deposit
therein;
(c)
abandonment of Slots, Gate Leaseholds, Routes or Supporting Route Facilities, in each case which are
reasonably determined by the Borrower to be of de minimis value;
(d)
the lease or sublease of, or use agreements with respect to, assets and properties that constitute Collateral in the
ordinary course of business and swap agreements with respect to Slots in the ordinary course of business and which lease,
sublease, use agreement or swap agreement (A) has a term of less than one year or (B) has a term of one year or longer;
provided
that if the aggregate Appraised Value of the Collateral leased or subleased pursuant to this subclause (B) is equal to or
greater than 10% of the Appraised Value of the Collateral in the most recent Appraisal Report delivered by the Borrower
pursuant to Section 5.09, the Appraised Value of the Collateral, after giving pro forma effect to all outstanding leases,
subleases, use agreements and swap agreements pursuant to this subclause (B), would be not materially less than the Appraised
Value of the Collateral in the most recent Appraisal Report delivered by the Borrower pursuant to Section 5.09, all as
determined in good faith by the Borrower and reflected in an Officers' Certificate that is delivered to the Administrative Agent
prior to entering into any such lease or sub-
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