Delta Airlines 2006 Annual Report Download - page 147

(c) Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any
change in the interpretation thereof) after the Closing Date shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is
unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any LIBOR Loan, then, unless that Lender is able to make or to
continue to fund or to maintain such LIBOR Loan at another branch or office of that Lender without, in that Lender’s reasonable opinion, materially and
adversely affecting it or its Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to Borrower through the
Administrative Agent, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain LIBOR Loans shall terminate and
(ii) Borrower shall forthwith prepay in full all outstanding LIBOR Loans owing to such Lender, together with interest accrued thereon, unlessBorrower,
within five (5) Business Days after the delivery of such notice and demand, converts all LIBOR Loans into Index Rate Loans.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with
respect to such period or any other period, provided, that Borrower shall not be required to compensate a Lender pursuant to this Section 1.14for any
increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies Borrower of the circumstance giving rise to such
increased costs or reductions and of such Lender’s intention to claim compensation therefor.
(e) Within thirty (30) days after receipt by Borrower of written notice and demand from any Lender (an “Affected Lender”) for
payment of additional amounts or increased costs as provided in Sections 1.13(a), 1.13(b), 1.14(a) or 1.14(b), Borrower may, at its option, notify the
Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default has occurred and is
continuing, Borrower, with the consent of the Administrative Agent, may obtain, at Borrower’s expense, a replacement Lender (“Replacement Lender”) for
the Affected Lender, which Replacement Lender must be reasonably satisfactory to the Administrative Agent. If Borrower obtains a Replacement Lender
within ninety (90) days following notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement
Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued and unpaid interest and Fees with respect thereto
through the date of such sale and such assignment shall not require the payment of an assignment fee to the Administrative Agent; provided, that Borrower
shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of
such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its
demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower’s notice of intention to replace such Affected
Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter,
Borrower’s rights under this Section 1.14(e)shall terminate with respect to such Affected Lender and Borrower shall promptly pay all increased costs or
additional amounts demanded by such Affected Lender pursuant to Sections 1.13(a), 1.13(b), 1.14(a) or 1.14(b).
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