Delta Airlines 2012 Annual Report Download - page 305

ARTICLE 4. Obligations enforceable by DELTA AND THE OTHER GRANTORS
SECTION 4.1 Release of Liens on Collateral .
(a) The Collateral Trustee's Liens upon the Collateral will be automatically released:
(1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt and all other
Secured Debt Obligations that are due and payable at the time all of the Secured Debt is paid in full and discharged
and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the
cancellation or termination or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and
(2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable
Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documents;
(2) as to any Collateral that is sold, transferred or otherwise disposed of by any Grantor to a Person
that is not (either before or after such sale, transfer or disposition) Delta or a Subsidiary of Delta in either (A) a
foreclosure sale or other similar transaction approved by an Act of Required Debtholders or (B) a transaction or other
circumstance that is permitted by all of the then extant Secured Debt Documents, at the time of such sale, transfer or
other disposition or to the extent of the interest sold, transferred or otherwise disposed of (and in the case of the
preceding clause (B), the Collateral Trustee's Liens upon the Proceeds received in such transaction or circumstance
shall also be released, except to the extent the pro forma Collateral Coverage Ratio immediately after giving effect to
such transactions is not at least 1.6:1.0);
(3) as to a release of less than all or substantially all of the Collateral, (a) with respect to any Series
of Secured Debt if such release is permitted under Secured Debt Documents governing such Series of Secured Debt
(including in connection with the repayment in full of such Series of Secured Debt) or (b) if consent to the release of
all Priority Liens (or, at any time after the Discharge of Priority Lien Obligations, the Junior Liens) on such
Collateral has been given by an Act of Required Debtholders;
(4) as to a release of all or substantially all of the Collateral, if (A) consent to the release of that
Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time
outstanding as provided for in the applicable Secured Debt Documents, and (B) the Grantors have delivered an
Officers' Certificate to the Collateral Trustee certifying that all such necessary consents have been obtained;
(5) as to any proceeds of a Disposition of Collateral or Sale of a Grantor held in any Controlled
Account, (a) upon (A) application thereof for any purpose permitted by each applicable Secured Debt Document or
(B) release from such Controlled Account in accordance with each applicable Secured Debt Document or (b) that
have been the subject of an offer of redemption or prepayment in connection with such Disposition (an “ Asset Sale
Offer ”) conducted in accordance with the terms of any
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