Delta Airlines 2012 Annual Report Download - page 184

tained therein), the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Accounting Standards Codification No. 715: Compensation-Retirement Benefits) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification No.
715: Compensation-Retirement Benefits) did not, as of the date of the most recent financial statements reflecting such amounts, exceed
the fair market value of the assets of all such underfunded Plans. As of the most recent valuation date for each Multiemployer Plan, the
potential liability of the Borrower and its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the
meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer
Plans, does not result in an amount which could reasonably be expected to have a Material Adverse Effect.
SECTION 3.15. Properties; Priority Lien Obligations .
(a) The Borrower and the Guarantors have good title to each of the properties and assets reflected on the
financial statements referred to in Section 3.05 hereof, including, without limitation, (i) all Pacific Routes, Pacific Route Slots, and
Pacific Route Gate Leaseholds, and (ii) all other properties and assets that are intended to constitute Collateral under the terms of the
Loan Documents (including, without limitation, applicable Additional Collateral) (other than such properties or assets disposed of in
the ordinary course of business since the date of such financial statements or as permitted hereunder).
(b)
The Loans made and Letters of Credit issued under this Agreement, and all other Obligations hereunder and
under the other Loan Documents, are permitted to be incurred and secured by all applicable Secured Debt Documents (as defined in
the Collateral Trust Agreement) and constitute “Priority Lien Obligations” (as defined in the Collateral Trust Agreement).
SECTION 3.16. Perfected Security Interests . The Collateral Documents, taken as a whole, are effective to create
in favor of the Collateral Trustee or the Administrative Agent, as the case may be, for the benefit of the Secured Parties, a legal, valid
and enforceable security interest in all of the Collateral, subject as to enforceability to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. At such time as (a) financing statements in appropriate form are
filed in the appropriate offices (and the appropriate fees are paid), and (b) the execution of the Account Control Agreements, the
Collateral Trustee, for the benefit of the Secured Parties, shall have a first priority perfected security interest in all of the Collateral to
the extent that the Liens on such Collateral may be perfected upon the filings or upon the taking of the actions described in clauses (a)
through (b) above, subject in each case only to Liens permitted by Section 6.01, and such security interest (i) is continuing, valid and
enforceable and (ii) is entitled to the benefits, rights and protections afforded under the Collateral Documents.
SECTION 3.17. Payment of Taxes and Withholding Tax . Each of the Borrower and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid when due all Taxes
required to have been paid by it, except and solely to the extent that, in each case (a) such Taxes are being contested in good faith by
appropriate proceedings and the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves therefor in
accordance with GAAP or (b) the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
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