Delta Airlines 2012 Annual Report Download - page 155

ment in full not later than the first Business Day following the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails
to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.08 shall apply. Interest accrued
pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of
payment by any Revolving Lender pursuant to paragraph (d)(A) of this Section 2.02 to reimburse the applicable Issuing Lender shall be
for the account of such Lender to the extent of such payment.
(i) Replacement of the Issuing Lender . Any Issuing Lender may be replaced at any time by written agreement
among the Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative
Agent shall notify the Revolving Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section
2.21. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations
of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous
Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to
Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
(j) Replacement of Letters of Credit; Cash Collateralization . The Borrower shall (i) upon or prior to the
occurrence of the Revolving Facility Termination Date, (x) cause all Letters of Credit which expire after the Revolving Facility
Termination Date (the “ Outstanding Letters of Credit ”) to be returned to the applicable Issuing Lender undrawn and marked
“cancelled” or (y) if the Borrower does not do so in whole or in part either (A) provide one or more “back-to-back” letters of credit to
each applicable Issuing Lender with respect to any such Outstanding Letters of Credit in a form reasonably satisfactory to each such
Issuing Lender and the Administrative Agent, issued by a bank reasonably satisfactory to each such Issuing Lender and the
Administrative Agent, and/or (B) deposit cash in the Letter of Credit Account, as collateral security for the Borrower's reimbursement
obligations in connection with any such Outstanding Letters of Credit (such deposit in the amounts set forth below “ Cash
Collateralization ”), such cash (or any applicable portion thereof) to be promptly remitted to the Borrower (provided no Event of
Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred or is continuing) upon
the expiration, cancellation or other termination or satisfaction of the Borrower's reimbursement obligations with respect to such
Outstanding Letters of Credit, in whole or in part; in an aggregate principal amount for all such “back-to-back” letters of credit and any
such Cash Collateralization equal to 105% of the then outstanding amount of all LC Exposure ( less the amount, if any, on deposit in
the Letter of Credit Account prior to taking any action pursuant to clauses (A) or (B) above), and (ii) if required pursuant to Section
2.02(l), 2.12(b), 2.12(c), 2.12(d), 2.12(e), 2.26(d)(ii), 2.26(e)(ii), 2.26(f) or 7.01 or pursuant to any Extension Amendment or
Refinancing Amendment, deposit in the Letter of Credit Account an amount required pursuant to Section 2.02(l), 2.12(b), 2.12(c), 2.12
(d), 2.12(e), 2.26(d)(ii), 2.26(e)(ii), 2.26(f) or 7.01 or pursuant to any Extension Amendment or Refinancing Amendment, as applicable.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Letter of
Credit Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent (in accordance with its usual and customary practices for investments of this type) and at
the Borrower's risk and reasonable expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be ap-
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