Delta Airlines 2012 Annual Report Download - page 172

Lender shall acquire all or a portion, as the case may be, of the assigning Lender's outstanding Commitments, Loans and participations
in Letters of Credit, (B) all obligations of the Borrower owing to the assigning Lender relating to the Commitments, Loans and
participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and
Acceptance, and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate
documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender shall become a Lender
hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Commitments, Loans and
participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender;
provided that an assignment contemplated by this Section 2.26(b) shall become effective notwithstanding the failure by the Lender
being replaced to deliver the Assignment and Acceptance contemplated by this Section 2.26(b), so long as the other actions specified in
this Section 2.26(b) shall have been taken.
(c) Anything herein to the contrary notwithstanding, if a Revolving Lender becomes, and during the period it
remains, a Defaulting Lender, during such period, such Defaulting Lender shall not be entitled to any fees accruing during such period
pursuant to Section 2.20(a) and 2.21 (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees), provided
that (a) to the extent that all or a portion of the LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting Lenders
pursuant to Section 2.26(d)(i), such fees that would have accrued for the benefit of such Defaulting Lender shall instead accrue for the
benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments, and
(b) to the extent that all or any portion of such LC Exposure that cannot be so reallocated such fees shall instead accrue for the benefit
of and be payable to the Issuing Lenders as their interests appear (and the applicable pro rata payment provisions under this Agreement
shall automatically be deemed adjusted to reflect the provisions of this Section).
(d) If any LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:
(i) the LC Exposure of such Defaulting Lender will, upon notice by the Administrative Agent, and subject in
any event to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a
Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments;
provided that (A) the Revolving Extensions of Credit of each such Non-Defaulting Lender may not in any event exceed the
Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (B) such reallocation will
not constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Collateral Trustee, the Issuing
Lenders or any other Lender may have against such Defaulting Lender, and (C) neither such reallocation nor any payment by a
Non-Defaulting Lender as a result thereof will cause such Defaulting Lender to be a Non-Defaulting Lender; and
(ii) to the extent that any portion (the “ unreallocated portion ”) of the Defaulting Lender's LC Exposure cannot
be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than 3
Business Days after demand by the Administrative Agent, (A) Cash Collateralize the obligations of the Borrower to the Issuing
Lenders in respect of such LC Exposure in an amount at least equal to the aggregate amount of the unreallocated portion of
such LC Exposure or (B) make other arrangements satisfactory to the Administrative Agent and the Issuing Lenders in their
sole discretion to protect them against the risk of non-payment by such Defaulting Lender.
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