Delta Airlines 2012 Annual Report Download - page 210

similar official for the Borrower or any Guarantor (other than any Immaterial Subsidiary) or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; or
(h) the Borrower or any Guarantor (other than any Immaterial Subsidiary) admits in writing its inability to pay its
debts; or
(i) a Change of Control shall occur; or
(j) any material provision of any Loan Document shall, for any reason, cease to be valid and binding on the Borrower
or any of the Guarantors, or the Borrower or any of the Guarantors shall so assert in any pleading filed in any court, or any
material portion of any Lien on the Collateral intended to be created by the Loan Documents shall cease to be or shall not be a
valid and perfected Lien having the priorities contemplated hereby or thereby; or
(k) any final judgment in excess of $75,000,000 (exclusive of any Specified Jet Fuel Action and any judgment or
order the amounts of which are fully covered by insurance less any applicable deductible and as to which the insurer has been
notified of such judgment and has not denied coverage) shall be rendered against the Borrower or any of the Guarantors and the
enforcement thereof shall not have been stayed, vacated, satisfied, discharged or bonded pending appeal within sixty (60)
consecutive days; or
(l) any Termination Event that could reasonably be expected to result in a Material Adverse Effect shall have
occurred; or
(m) [Reserved]
(n) [Reserved]
(o) all or substantially all of the Borrower's flights and operations are suspended for more than five (5) consecutive
days (other than as a result of an FAA suspension due to force majeure or any other extraordinary event similarly affecting
major United States air carriers having both substantial domestic and international operations);
(p) then, and in every such event and at any time thereafter during the continuance of such event, the Administrative
Agent may, and at the request of the Required Lenders, the Administrative Agent shall, by written notice to the Borrower, take
one or more of the following actions, at the same or different times: (i) terminate forthwith the Commitments; (ii) declare the
Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon the principal of the Loans together
with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under
any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors, anything contained herein or in any
other Loan Document to the contrary notwithstanding; (iii) require the Borrower and the Guarantors promptly upon written
demand to deposit in the Letter of Credit Account Cash Collateralization for the LC Exposure (and to the extent the Borrower
and the Guarantors shall fail to furnish such funds as demanded by the Administrative Agent, the Administrative Agent shall be
authorized to debit the accounts of the Borrower and the Guarantors maintained with the Administrative Agent in such
amounts); (iv) set-off amounts in the Letter of Credit Account or any other accounts (other than Escrow Accounts, Payroll
Accounts or other ac-
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