Delta Airlines 2006 Annual Report Download - page 142

1.6 Term A Borrowing Base.
The Administrative Agent shall have the right to modify or eliminate Reserves against Eligible Accounts, Eligible Unbilled Accounts
and Eligible Refundable Ticket Accounts, Eligible Real Estate, Eligible Aircraft, Eligible Engines, Eligible Spare Parts, Eligible Ground Service Equipment,
Eligible Flight Simulators and Eligible Tooling from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at
any time and from time to time after the Closing Date, to adjust any of the eligibility criteria and to establish new eligibility criteria, and to adjust advance
rates with respect to Eligible Accounts, Eligible Unbilled Accounts and Eligible Refundable Ticket Accounts, Eligible Real Estate, Eligible Aircraft, Eligible
Engines, Eligible Spare Parts, Eligible Ground Service Equipment, Eligible Flight Simulators and Eligible Tooling, in its reasonable credit judgment,
reflecting changes in the collectibility or realization values (in the case of Accounts) or changes in the Fair Market Value or Net Orderly Liquidation Value (in
the case of the other components of the Term A Borrowing Base), in each case, arising or discovered by the Administrative Agent after the Closing Date,
subject to the approval of each of the Supermajority Term A Lenders, the Requisite Term B Lenders and the Requisite Term C Lenders in the case of
adjustments or new eligibility criteria, reductions in the amount of the Reserves in effect on the Closing Date or changes in advance rates which have the
effect of making more credit available.
1.7 [Reserved.]
1.8 Fees.
Borrower shall pay to GE Capital the Fees specified in the Fee Letters.
1.9 Receipt of Payments.
Borrower shall make each payment under this Agreement not later than 2:00 p.m. (New York time) on the day when due in immediately
available funds in Dollars to the Collection Account. For purposes of computing interest as of any date, all payments shall be deemed received on the
Business Day on which immediately available funds therefor are received in the Collection Account prior to 2:00 p.m. New York time. Payments received
after 2:00 p.m. New York time on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business
Day.
1.10 Loan Account and Accounting.
The Administrative Agent shall maintain a loan account (the “Loan Account”) on its books to record each of Term Loan A, Term Loan B
and Term Loan C, all payments made by Borrower with respect to such Term Loan, and all other debits and credits as provided in this Agreement with respect
to such Term Loan or any other Obligations with respect to such Term Loan. All entries in the Loan Account shall be made in accordance with the
Administrative Agent’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on the Administrative
Agent’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to the
Administrative Agent and the Lenders by Borrower; provided, that any failure to so record or any error in so recording shall not limit or otherwise affect
Borrower’s duty to pay the Obligations with respect to the Term Loans. The Administrative Agent shall render to Borrower a monthly accounting of
transactions with respect to each Term Loan setting forth the balance of the Loan Account for the immediately preceding month. Any Lender may elect, by
notice to Borrower and the Administrative Agent, to have such Lender’s Term Loan be evidenced by a Note issued to that Lender. If no such Note is
requested, such Lender may rely on the Term Loan Account as evidence of the amount of Obligations with respect to the Term Loan from time to time owing
to it.Unless Borrower notifies the Administrative Agent in writing of any objection to any such accounting (specifically describing the basis for such
objection), within thirty (30) days after the date thereof, each and every such accounting shall be presumptive evidence of all matters reflected therein. Only
those items expressly objected to in such notice shall be deemed to be disputed by Borrower.
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