Delta Airlines 2006 Annual Report Download - page 138

(b) Mandatory Prepayments.
(i) If at any time the aggregate outstanding principal amount of the Term Loan A exceeds the Term A Borrowing Base,
Borrower shall immediately repay the aggregate outstanding amount of the Term Loan A to the extent required to eliminate such excess.
(ii) Upon receipt by any Credit Party of Net Cash Proceeds arising from an Asset Sale (other than an Asset Sale of
Skymiles Collateral) or Property Loss Event, Borrower shall immediately prepay the Loans in an amount equal to 100% of such Net Cash Proceeds; provided,
that, immediately upon receipt by any Credit Party of such Net Cash Proceeds, Borrower may, at its option, deposit 100% of such Net Cash Proceeds in the
Cash Collateral Account, in each case, to be applied in accordance with Section 1.2(c).
(c) Application of Net Cash Proceeds. Any Net Cash Proceeds received by Borrower or any other Credit Party or the
Administrative Agent under any Loan Document (except as otherwise expressly provided herein or therein) shall be applied pursuant to Section 1.3; provided,
however, that, in the event Borrower has elected to deposit such Net Cash Proceeds in the Cash Collateral Account in accordance with Section 1.2(b)(ii):
(i) upon any Asset Sale of Collateral included in the Term A Borrowing Base, the Administrative Agent shall (A) upon
receipt of a Borrowing Base Certificate prior to the Prepayment Date that includes one or more assets (the “Replacement Borrowing Base Assets”
and which, other than in the case of Aircraft or Engines, may consist of any type of asset eligible to be included in the Term A Borrowing Base and,
in the case of Aircraft or Engines, shall consist of Additional Aircraft or Additional Engines, as the case may be) replacing the asset or assets (the
“Original Borrowing Base Assets”) giving rise to such Net Cash Proceeds, release to Borrower an amount equal to (1) such Net Cash Proceeds
minus(2) the amount, if any, by which (x) the Allocated Amount for the Original Borrowing Base Assets exceeds (y) the Allocated Amount for the
Replacement Borrowing Base Assets and (B) on the earlier of (1) the election by the Administrative Agent, the Requisite Term A Lenders, the
Requisite Term B Lenders or the Requisite Term C Lenders following the occurrence of any Event of Default and (2) the Prepayment Date, apply
the balance of such Net Cash Proceeds pursuant to Section 1.3;
(ii) upon a Reinvestment Event, all or a portion of such Net Cash Proceeds, as specified in a Reinvestment Notice, shall
be used to acquire or construct Permitted Reinvestment Collateral (the “Reinvestment Deferred Amount”) and such Reinvestment Deferred
Amount shall, within five (5) Business Days of delivery of a Reinvestment Release Request, be released to Borrower to acquire or construct such
Permitted Reinvestment Collateral until the Reinvestment Prepayment Date corresponding thereto, on which date the remaining Net Cash Proceeds,
if any, shall be applied pursuant to Section 1.3;
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