Delta Airlines 2012 Annual Report Download - page 169

(d) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(e), 2.04(a)
or (b) or 10.04(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such
Sections until all such unsatisfied obligations are fully paid.
(e) Pro Rata Treatment . (i) Each payment by the Borrower of interest in respect of the Loans shall be applied
to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the
Lenders.
(ii) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term
Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the
Term Lenders (except that (i) an optional prepayment pursuant to Section 2.13 need only be made pro rata according to the
respective outstanding principal amounts of the Term Loans of the applicable tranche being prepaid then held by the Term
Lenders, (ii) any prepayment of Term Loans with the proceeds of Refinancing Debt shall be applied solely to each applicable
tranche of the Indebtedness being refinanced) and (iii) for the avoidance of doubt, assignments to the Borrower pursuant to
Section 10.02(g) shall not be subject to this Section. Amounts prepaid on account of the Term Loans may not be reborrowed.
(iii) Each payment (including each prepayment) by the Borrower on account of principal of the Revolving Loans
shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the
Revolving Lenders.
SECTION 2.18. Mitigation Obligations; Replacement of Lenders .
(a) If the Borrower is required to pay any additional amount or indemnification payment to any Lender under
Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender
shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, to assign its rights and
obligations hereunder to another of its offices, branches or affiliates or to file any certificate or document reasonably requested by the
Borrower, if, in the judgment of such Lender, such designation, assignment or filing (i) would eliminate or reduce amounts payable
pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.
(b) If, after the date hereof, any Lender requests compensation under Section 2.14 or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
2.16, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 10.02), all its interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts due, owing and payable to it hereunder at such time, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (ii) in the case of payments
required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender
shall
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