Delta Airlines 2012 Annual Report Download - page 171

SECTION 2.23. Right of Set-Off . Upon the occurrence and during the continuance of any Event of Default
pursuant to Section 7.01(b), the Administrative Agent and each Lender (and their respective banking Affiliates) is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time
or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held
in trust for an identified beneficiary) at any time held and other indebtedness at any time owing by the Administrative Agent and each
such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all
of any such overdue amounts owing under the Loan Documents, irrespective of whether or not the Administrative Agent or such
Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any
such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.26(f) and, pending such payment, will be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender and the Revolving Lenders and (y)
the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender and the Administrative Agent agree
promptly to notify the Borrower and Guarantors after any such set-off and application made by such Lender or the Administrative
Agent (or any of such banking Affiliates), as the case may be, provided
that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Lender and the Administrative Agent under this Section 2.23 are in addition to other
rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any
Event of Default.
SECTION 2.24. Security Interest in Letter of Credit Account . The Borrower and the Guarantors hereby pledge to
the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, and hereby grant to the Administrative Agent,
for its benefit and for the benefit of the other Secured Parties, a first priority security interest, senior to all other Liens, if any, in all of
the Borrower's and the Guarantors' right, title and interest in and to the Letter of Credit Account, any direct investment of the funds
contained therein and any proceeds thereof. Cash held in the Letter of Credit Account shall not be available for use by the Borrower,
and shall be released to the Borrower only as described in clause (i)(B) of Section 2.02(j).
SECTION 2.25. Payment of Obligations
. Subject to the provisions of Section 7.01, upon the maturity (whether by
acceleration or otherwise) of any of the Obligations under this Agreement or any of the other Loan Documents of the Borrower and the
Guarantors, the Lenders shall be entitled to immediate payment of such Obligations.
SECTOPM 2.26. Defaulting Lenders .
(a) If at any time any Lender becomes a Defaulting Lender, then the Borrower may, on ten (10) Business Days'
prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender
shall be obligated to) assign pursuant to Section 10.02(a) (with the assignment fee to be paid by the Borrower in such instance) all of its
rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender
shall have any obligation to the Borrower to find a replacement Lender or other such Person.
(b) Any Lender being replaced pursuant to Section 2.26(a) shall (i) execute and deliver an Assignment and
Acceptance with respect to such Lender's outstanding Commitments, Loans and participations in Letters of Credit, and (ii) deliver any
documentation evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and Acceptance, (A)
the assignee
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