Delta Airlines 2012 Annual Report Download - page 174

them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable
to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to
them, fifth to pay principal and unreimbursed LC Disbursements then due and payable to the Non-
Defaulting Lenders hereunder ratably
in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and
payable to the Non-Defaulting Lenders, and seventh after the termination of the Revolving Commitments and payment in full of all
obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of
competent jurisdiction may otherwise direct.
(h) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting
Lender upon not less than 10 Business Days' prior notice to the Administrative Agent (which shall promptly notify the Revolving
Lenders thereof), and in such event the provisions of Section 2.26(g) will apply to all amounts thereafter paid by the Borrower for the
account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts),
provided
that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver
or release of any claim the Borrower, the Administrative Agent, the Collateral Trustee, any Issuing Lender, or any Lender may have
against such Defaulting Lender.
(i) If the Borrower, the Administrative Agent and the Issuing Lenders agree in writing that a Revolving Lender
that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the
Revolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which
may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.26(g), such
Revolving Lender shall purchase at par such portions of outstanding Revolving Loans of the other Revolving Lenders, and/or make
such other adjustments, as the Administrative Agent may determine to be necessary to cause the Revolving Lenders to hold Revolving
Loans on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Revolving Lender shall cease
to be a Defaulting Lender and will be a Non-Defaulting Lender (and the LC Exposure of each Revolving Lender shall automatically be
adjusted on a prospective basis to reflect the foregoing); provided that no adjustments shall be made retroactively with respect to fees
accrued while such Revolving Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender shall constitute a waiver or
release of any claim of any party hereunder arising from such Revolving Lender's having been a Defaulting Lender.
(j) The Administrative Agent may not be replaced hereunder except in accordance with the terms of Section
8.05.
SECTION 2.27. Increase in Commitment
(a) Borrower Request . The Borrower may by written notice to the Administrative Agent elect to request (x) prior to
the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more
new Term Loan Commitments (each, an “ Incremental Term Loan Commitment ”) by an amount not less than $50,000,000
individually. Each such notice shall specify (i) the date (each, an “ Increase Effective Date ”) on which the Borrower proposes that the
increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such
notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any
portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender
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