Delta Airlines 2012 Annual Report Download - page 306

applicable Secured Debt Document, (i) upon application thereof to repurchase, repay, prepay, or redeem, as
applicable, Priority Lien Debt tendered for, or otherwise subject to, repurchase, repayment, prepayment or
redemption, in accordance with such Asset Sale Offer, as applicable, when such repurchase, repayment, prepayment
or redemption is required to be made, in the amounts so required, and (ii) to the extent any proceeds remain after
consummation of such Asset Sale Offer and all payments made with respect to Priority Lien Debt in connection
therewith, immediately after such consummation and payment, but in each of the foregoing cases, only if and to the
extent such release is not otherwise prohibited under any Secured Debt Document;
(6) [reserved];
(7) as to any Collateral, upon the request of Delta either (a) if (i) Delta delivers to the Collateral
Trustee an Officer's Certificate demonstrating that after giving pro forma effect to such release, the pro forma
Collateral Coverage Ratio with respect to the date of such release would have been at least 1.6 to 1.0, and (ii) such
release is not otherwise prohibited by any Secured Debt Document, or (b) if Delta delivers to the Collateral Trustee
an Officer's Certificate demonstrating that after giving pro forma effect to the release of such Collateral, the pro
forma Collateral Coverage Ratio with respect to the date of such release would have been less than 1.6 to 1.0,
Additional Collateral that has a Fair Market Value equal to or greater than the Fair Market Value of the Collateral
being released pursuant to this clause (7) is pledged in compliance with the definition of “Additional Collateral” and
each applicable Secured Debt Document; provided that in no case shall Delta be required to pledge Collateral in an
amount that would exceed a pro forma Collateral Coverage Ratio of 1.6 to 1.0; and
(8) in whole, with respect to any Series of Secured Debt in accordance with the terms of the
applicable Secured Debt Documents.
(b) The Collateral Trustee agrees for the benefit of Delta and the other Grantors that, if the Collateral
Trustee at any time receives:
(1) an Officers' Certificate (a copy of which shall also be provided to each Secured Debt
Representative) stating that (A) the signing officer has read Article 4 of this Agreement and understands the
provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this
Agreement and all other Secured Debt Documents, if any, relating to the release of the Collateral have been
complied with, and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with;
and
(2) the proposed instrument or instruments evidencing the release of such Lien as to such property
in recordable form, if applicable; and
(3) prior to the Discharge of Priority Lien Obligations, the written acknowledgement of each
Priority Lien Representative (or, at any time after the Discharge of Priority Lien Obligations, each Junior Lien
Representative) that it has
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