Delta Airlines 2012 Annual Report Download - page 168

(i) Defined Terms . For purposes of this Section 2.16, the term “Lender” includes any Issuing Lender and the
term “applicable law” includes FATCA.
SECTION 2.17. Payments Generally; Pro Rata Treatment .
(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14 or 2.15, or otherwise) prior
to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set1
off or counterclaim. Any amounts
received after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at Barclays Bank PLC, 1301 Avenue of Americas, 9
th
Floor, New York, New York 10019, Attention: Sookie Siew
(Phone: [phone]), pursuant to wire instructions to be provided by the Administrative Agent, except payments to be made
directly to an Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15 and 10.04 shall be
made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in
the applicable currency.
(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
Obligations then due hereunder, such funds shall be applied (i) first , towards payment of Fees and expenses then due under Sections
2.19 and 10.04 payable to the Administrative Agent and the Collateral Trustee, in their respective capacities as such, (ii) second ,
towards payment of Fees and expenses then due under Sections 2.20, 2.21 and 10.04 payable to the Agents, the Lenders and the Issuing
Lenders and towards payment of interest then due on account of the Revolving Loans, the Term Loans and Letters of Credit, ratably
among the parties entitled thereto in accordance with the amounts of such Fees and expenses and interest then due to such parties and
(iii) third , towards payment of (A) principal of the Revolving Loans and Term Loans and unreimbursed LC Disbursements then due
hereunder, (B) any Designated Banking Product Obligations then due, to the extent such Designated Banking Product Obligations
constitute “Obligations” hereunder, and (C) any Designated Hedging Obligations then due, to the extent such Designated Hedging
Obligations constitute “Obligations” hereunder ( pro rata
among the holders of all such Indebtedness), ratably among the parties entitled
thereto in accordance with the amounts of principal, unreimbursed LC Disbursements, Designated Banking Product Obligations and
Designated Hedging Obligations then due to such parties.
(c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lenders hereunder that the Borrower will
not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Lender, as the case may be, the
amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing
Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to
such Lender or Issuing Lender with interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation.
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