Delta Airlines 2012 Annual Report Download - page 208

(a) any involuntary Disposition of any Pacific Routes, Pacific Route Slots, Pacific Route Gate Leaseholds, or any
other properties or assets that constitute Collateral under the terms of the Loan Documents (including, without limitation,
applicable Additional Collateral) shall be permitted if the Borrower shall, within 45 days thereafter, either (A) pledge
Additional Collateral in accordance with Section 5.14(b) to the extent necessary to enable the Borrower to comply with Section
6.06 , or (B) prepay the Loans in accordance with Section 2.12(a) in an amount sufficient to enable the Borrower to comply
with Section 6.06; and
(b) any voluntary Disposition of Pacific Routes, Pacific Route Slots, Pacific Route Gate Leaseholds, or other
properties or assets that constitute Collateral under the terms of the Loan Documents (including, without limitation, applicable
Additional Collateral), or voluntary Sale of Grantor, shall be permitted provided that (i) the Borrower shall, within 45 days
thereafter, either (A) pledge Additional Collateral in accordance with Section 5.14(b) to the extent necessary to enable the
Borrower to comply with Section 6.06 , or (B) prepay the Loans in accordance with Section 2.12(a) in an amount sufficient to
enable the Borrower to comply with Section 6.06; (ii) no Event of Default shall have occurred and be continuing, both before
and after giving effect to such Disposition or Sale of Grantor; provided
that nothing contained in this Section 6.10 is intended to
excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable
to a Disposition or Sale of Grantor permitted hereunder; provided further that no such Disposition or Sale of Grantor may be
made to a Subsidiary of the Borrower that is not a Guarantor and a Grantor unless such Subsidiary becomes a Guarantor and a
Grantor concurrently with the consummation of such Disposition or Sale of Grantor in the manner contemplated by Section
5.14 and 5.16.
SECTION 6.11. Nature of Business . Enter into any business that is materially different from those conducted by
the Borrower and the Guarantors on the Closing Date, except for any business ancillary to the businesses conducted by the Borrower
and the Guarantors on the Closing Date.
SECTION 6.12. Fiscal Year . Change the last day of its fiscal year from December 31.
SECTION 7.
EVENTS OF DEFAULT
SECTION 7.01. Events of Default . In the case of the happening of any of the following events and the
continuance thereof beyond the applicable grace period if any (each, an “ Event of Default ”):
(a) any representation or warranty made by the Borrower or any Guarantor in this Agreement, in any other Loan
Document, or in any written document required to be delivered in connection herewith or therewith shall prove to have been
false or misleading in any material respect when made or delivered; or
(b) default shall be made in the payment of any (i) Fees or interest on the Loans and such default shall continue
unremedied for more than five (5) Business Days, (ii) other amounts payable hereunder when due (other than amounts set forth
in clauses (i) and (iii) hereof), and such default shall continue unremedied for more than ten (10) Business Days, or
(iii) principal of the Loans or reimbursement obligations or cash collateralization in respect of Letters of Credit, when and as
the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by
acceleration thereof or otherwise; or
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