Delta Airlines 2012 Annual Report Download - page 287

Agreement if the provider of such Hedging Obligations has agreed to be bound by the terms of this Agreement or such
provider's interest in the Collateral is subject to the terms of this Agreement,
minus the aggregate amount of all net proceeds
of any sale or other disposition of Collateral or sale (or other issuance or disposition) of Capital Stock of a Grantor applied
by Delta or any of its Restricted Subsidiaries since the date of this Agreement to repay any Hedging Obligations pursuant to
the terms of the Priority Lien Documents under which such Hedging Obligations are secured or intended to be secured;
provided
that the “settlement amount” (or similar term) as of the last business day of the month preceding any date of
determination shall be calculated by the appropriate swap counterparties and reported to the Collateral Trustee upon request
plus
(2) Banking Product Obligations of either Delta or any Guarantor that are secured, or intended to be secured, by the
Priority Lien Documents if the provider of such Banking Product Obligations has agreed to be bound by the terms of this
Agreement or such provider's interest in the Collateral is subject to the terms of this Agreement, in an aggregate amount not
to exceed, together with the amounts referred to in clause (1) above, $250.0 million.
“ Priority Lien Representative ” means:
(a)
in the case of the Credit Agreement, the Administrative Agent; or
(b)
in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders
of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and (x)
is appointed as a representative of the Priority Lien Debt (for purposes related to the administration of the Security
Documents) pursuant to the credit agreement, indenture or other agreement governing such Series of Priority Lien
Debt, together with its successors in such capacity, and (y) who has executed a Collateral Trust Joinder.
“ Priority Lien Secured Parties ” means the holders of Priority Lien Obligations and the Priority Lien
Representatives.
“ Proceeds ” shall have the meaning assigned that term under the UCC as in effect in any relevant jurisdiction or
under other relevant law and, in any event, shall include, but not be limited to, any and all (i) proceeds of any insurance,
indemnity, warranty or guarantee payable to the Collateral Trustee or to the Grantors or any Affiliate of the Grantors from
time to time with respect to any of the Collateral, (ii) payments (in any form whatsoever), made or due and payable to the
Grantors from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority (or any Person acting under color of Governmental Authority), (iii)
instruments representing obligations to pay amounts in respect of the Collateral and (iv) other amounts from time to time
paid or payable under or in connection with any of the Collateral.
“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant
treasurer, vice president, controller, chief accounting officer, secretary or assistant secretary of Delta or any Grantor, as
applicable, but in any event, with respect to financial matters, the chief financial officer, treasurer, assistant treasurer,
controller or chief accounting officer of Delta or any Grantor, as applicable.
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