Delta Airlines 2012 Annual Report Download - page 173

(e) In addition to the other conditions precedent set forth in this Agreement, if any Revolving Lender becomes,
and during the period it remains, a Defaulting Lender, no Issuing Lender shall be required to issue any Letter of Credit or to amend any
outstanding Letter of Credit, unless:
(i) in the case of a Defaulting Lender, the LC Exposure of such Defaulting Lender is reallocated, as to
outstanding and future Letters of Credit, to the Non-Defaulting Lenders as provided in Section 2.26(d)(i), and
(ii) to the extent full reallocation does not occur as provided in clause (i) above, without limiting the provisions
of Section 2.26(f), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an
amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect
of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and such Issuing Lenders in their
sole discretion to protect them against the risk of non-payment by such Defaulting Lender, or
(iii) to the extent that neither reallocation nor Cash Collateralization occurs pursuant to clauses (i) or (ii), then
in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments in form and substance satisfactory to
the Administrative Agent, and to such Issuing Lender, as the case may be, (A) the Borrower agrees that the face amount of such
requested Letter of Credit will be reduced by an amount equal to the portion thereof as to which such Defaulting Lender would
otherwise be liable, and (B) the Non-Defaulting Lenders confirm, in their discretion, that their obligations in respect of such
Letter of Credit shall be on a pro rata basis in accordance with the Revolving Commitments of the Non-
Defaulting Lenders, and
that the applicable pro rata payment provisions under this Agreement will be deemed adjusted to reflect this provision
(provided that nothing in this clause (iii) will be deemed to increase the Revolving Commitments of any Lender, nor to
constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Lender or any other Lender
may have against such Defaulting Lender, nor to cause such Defaulting Lender to be a Non-Defaulting Lender).
(f) If any Lender becomes, and during the period it remains, a Defaulting Lender, if any Letter of Credit is at
the time outstanding, the applicable Issuing Lender may (except, in the case of a Defaulting Lender, to the extent the Revolving
Commitments have been reallocated pursuant to Section 2.26(d)(i)), by notice to the Borrower and such Defaulting Lender through the
Administrative Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Issuing Lender in respect of
such Letter of Credit in amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting
Lender in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and such Issuing Lender in their sole
discretion to protect them against the risk of non-payment by such Defaulting Lender.
(g) Any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a
Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not
be paid or distributed to such Defaulting Lender, but shall instead be retained by the Administrative Agent in a segregated account until
(subject to Section 2.26(i)) the termination of the Revolving Commitments and payment in full of all obligations of the Borrower
hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time
to time in the following order of priority: First to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent and the Collateral Trustee, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Lenders under
this Agreement, third to the payment of the default interest and then current interest due and payable to the Revolving Lenders which
are Non-Defaulting Lenders hereunder, ratably among
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