Delta Airlines 2012 Annual Report Download - page 282

“ Indemnified Liabilities ” means any and all liabilities (including all environmental liabilities), obligations, losses,
damages, penalties, actions, judgments, suits, costs, taxes, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other
Security Documents, including any of the foregoing relating to the use of proceeds of any Secured Debt or the violation of,
noncompliance with or liability under any law (including environmental laws) applicable to or enforceable against Delta,
any of its Subsidiaries or any other Grantor or any of the Collateral, and all reasonable costs and expenses (including
reasonable fees and expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with
any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought.
“ Indemnitee ” has the meaning set forth in Section 7.11(a).
“ Insolvency or Liquidation Proceeding ” means:
(1) any case commenced by or against any Grantor under the Bankruptcy Code or any similar federal or
state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or
marshalling of the assets or liabilities of any Grantor, any receivership or assignment for the benefit of creditors
relating to any Grantor or any similar case or proceeding relative to any Grantor or its creditors, as such, in each case
whether or not voluntary;
(2)
any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any
Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or
(3) any other proceeding of any type or nature in which substantially all claims of creditors of any Grantor
are determined and any payment or distribution is or may be made on account of such claims.
“ Junior Lien ” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any
property of any Grantor to secure Junior Lien Obligations.
“ Junior Lien Debt ”
means any Indebtedness (including letters of credit and reimbursement obligations with respect
thereto) of Delta that is secured on a junior basis to the Priority Lien Debt by a Lien that was permitted to be incurred and so
secured under each then extant Secured Debt Document (including any Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace or defease other Junior Lien Debt); provided that:
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(a) on or before the date on which such Indebtedness is incurred by Delta, such Indebtedness is
designated by Delta, in an Officers' Certificate delivered to each Secured Debt Representative and the
Collateral Trustee, as “Junior Lien Debt” for the purposes of the Credit Agreement, each agreement
governing any other then existing Priority Lien Debt and this Agreement; provided that no Series of
Secured Debt may be designated as both Junior Lien Debt and Priority Lien Debt;