Delta Airlines 2012 Annual Report Download - page 153

and (ii) the date that is five Business Days prior to the earliest Revolving Facility Maturity Date with respect to the applicable
Revolving Commitments, unless such Letter of Credit has been replaced or Cash Collateralized in accordance with Section 2.02(j)
( provided that, to the extent that all of the participations in such Letter of Credit held by the holders of such Revolving Commitments
have been re-allocated or Cash Collateralized pursuant to the terms of any Extension Amendment or Refinancing Amendment or
pursuant to clause (i) of Section 2.02(l), such Revolving Commitments shall be disregarded for purposes of this clause (ii)).
(d) Participations . By the issuance of a Letter of Credit (or an amendment, renewal or extension of a Letter of
Credit, including any amendment increasing the amount thereof), and without any further action on the part of the applicable Issuing
Lender or the Revolving Lenders, such Issuing Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from such Issuing Lender, a participation in such Letter of Credit equal to such Revolving Lender's Revolving Commitment
Percentage of the amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing
Lender, such Revolving Lender's Revolving Commitment Percentage of the amount of each LC Disbursement made by such Issuing
Lender and not reimbursed by the Borrower on the date due as provided in Section 2.02(e), or of any reimbursement payment required
to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence of an Event of
Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.
(e) Reimbursement . (A) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under
such Letter of Credit, the applicable Issuing Lender shall notify the Borrower and the Administrative Agent thereof. On the date of any
payment by the applicable Issuing Lender under a Letter of Credit, if the Borrower shall have received notice of such payment prior to
11:00 a.m., New York City time on such date, or, if such notice has not been received by the Borrower prior to such time on such date,
then not later than 3:00 p.m., New York City time, on the Business Day immediately following receipt of such notice, the Borrower
shall reimburse the applicable Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing;
provided that, in the case of any LC Disbursement, to the extent not reimbursed and, subject to the satisfaction (or waiver) of the
conditions to borrowing set forth herein, including, without limitation, making a request in accordance with Section 2.03(a) that such
payment shall be financed with an ABR Revolving Borrowing, as the case may be, in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing.
(B) If the Borrower fails to make any payment due under paragraph (d) above with respect to a Letter of
Credit when due (including by a Borrowing), the Administrative Agent shall notify each Revolving Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender's Revolving Commitment
Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its
Revolving Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.04 with
respect to Revolving Loans made by such Revolving Lender (and Section 2.04 shall apply, mutatis mutandis , to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received
by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant
to this Section 2.02(e) with respect to any LC Disbursement, the Administrative Agent shall dis-
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