Delta Airlines 2006 Annual Report Download - page 217

11.8 Setoff and Sharing of Payments.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender is
hereby authorized upon the occurrence and during the continuance of any Event of Default and subject to Section 11.9(d), at any time or from time to time,
without prior notice to any Credit Party or to any Person other than the Administrative Agent (except as otherwise required by the Final Order), any such
notice being hereby expressly waived, to offset and to appropriate and to apply any and all balances held by it at any of its offices for the account of Borrower
or any Guarantor (regardless of whether such balances are then due to Borrower or any Guarantor) and any other properties or assets at any time held or
owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Obligations that
are not paid when due; provided, that the Lender exercising such offset rights shall give notice thereof to the affected Credit Party, except as otherwise
required by the Final Order, promptly after exercising such rights. Any Lender exercising a right of setoff or otherwise receiving any payment on account of
the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in each such
other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share the amount so offset or otherwise received
with each other Lender or holder in accordance with their respective Pro Rata Shares, (other than offset rights exercised by any Lender with respect to
Sections 1.11, 1.13 or 1.14). Each Term A Lender’s obligation under this Section 11.8shall be in addition to and not in limitation of its obligations to purchase
a participation in an amount equal to its Pro Rata Share of the Letter of Credit Obligations as provided in Annex B. Borrower and each Guarantor agrees, to
the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the
Obligations and may sell participations in such amounts so offset to other Lenders and holders and (b) any Lender so purchasing a participation in the Loans
made or other Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender or holder were a direct holder of the Loans and the other Obligations in the amount of such participation.
Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the Lender that has
exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.
11.9 Payments; Non-Funding Lenders; Information; Actions in Concert.
(a) Payments. Not less than once during each calendar month or more frequently at the Administrative Agent’s
election (each, a “Settlement Date”), the Administrative Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata
Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments
and Loans required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of
such Settlement Date, the Administrative Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrower since
the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to
fund all such payments and Loans or failed to fund the purchase of all such participations, the Administrative Agent shall be entitled to set off the funding
short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrower. Such payments shall be made by wire transfer to such
Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next
Business Day following each Settlement Date.
83