Delta Airlines 2006 Annual Report Download - page 145

(b) If an Event of Default has occurred and is continuing, each such Credit Party shall provide such access as set forth in clause (a)
above to the Administrative Agent and to each Lender at all times and without advance notice. Furthermore, so long as any Event of Default has occurred and
is continuing, Borrower shall provide the Administrative Agent and each Lender with access, with prior notice and opportunity for Borrower to be present, to
its suppliers, service providers and customers.
1.13 Taxes.
(a) Any and all payments by Borrower hereunder or under the Notes shall be made, in accordance with this Section 1.13, free and
clear of and without deduction for any and all present or future Taxes. If Borrower shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under the Notes, (i) unless such Taxes are imposed as the result of a determination that an applicable Certificate of Exemption (as
defined in Section 1.13(c)) did not entitle a Foreign Lender to an exemption from such Taxes at the time such Foreign Lender became a Lender hereunder, the
sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums
payable under this Section 1.13) the Administrative Agent or Lenders, as applicable, receive an amount equal to the sum they would have received had no
such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant taxing or other
authority in accordance with applicable law. Within thirty (30) days after the date of any such payment of Taxes, Borrower shall furnish to the Administrative
Agent the original or a certified copy of a receipt evidencing payment thereof.
(b) Borrower shall indemnify and, within ten (10) days of demand therefor, pay the Administrative Agent and each Lender for the
full amount of Taxes paid by the Administrative Agent or such Lender, as appropriate, with respect to payments received from Borrower hereunder and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted
unless such Taxes are imposed as the result of a determination that establishes that an applicable Certificate of Exemption did not in fact entitle a Foreign
Lender to an exemption from such Taxes at the time such Foreign Lender became a Lender hereunder.
(c) Each Person organized under the laws of a jurisdiction outside the United States (a “Foreign Person”) as to which payments to
be made under this Agreement or under the Notes are completely exempt from United States withholding tax under an applicable statute or tax treaty shall
provide to Borrower and the Administrative Agent a properly completed and executed IRS Form W-8ECI or Form W-8BEN or other applicable form,
certificate or document prescribed by the IRS or the United States certifying as to such Foreign Person’s entitlement to such complete exemption (a
“Certificate of Exemption”). Any Foreign Person that seeks to become a Lender under this Agreement shall provide a Certificate of Exemption to Borrower
and the Administrative Agent prior to becoming a Lender hereunder. No Foreign Person may become a Lender hereunder if such Foreign Person fails to
deliver a Certificate of Exemption in advance of becoming a Lender.For the avoidance of doubt, (i) any Sale described in Section 11.1(a)to a Foreign Person
shall only become effective upon delivery by the party to whom such Sale is made to the Borrower and the Administrative Agent of a Certificate of
Exemption, and (ii) any participant or SPV described in Section 11.1(e) shall not be entitled to any benefit under Section 1.13 unless such participant or SPV
delivers to Borrower and the Administrative Agent a Certificate of Exemption. In addition, any Lender that is not a Foreign Person and that is a partnership or
trust for U.S. federal income tax purposes shall not be entitled to any payment by Borrower pursuant to Section 1.13(b)with respect to any Taxes paid by such
Lender with respect to any Foreign Person that is a partner or owner of an interest in such Lender unless such Lender had obtained a Certificate of Exemption
from such Foreign Person at the later of the times (i) such Lender became a Lender hereunder and (ii) such Foreign Person became a partner or owner of an
interest in such Lender.
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