Delta Airlines 2006 Annual Report Download - page 146

(d) Each Lender agrees that, as promptly as practicable after it becomes aware of any circumstance that would result in any
additional payment by Borrower pursuant to Section 1.13(a)or (b), such Lender shall, to the extent not inconsistent with such Lender’s internal policies of
general application use reasonable commercial efforts to mitigate any Taxes that would result in such payments by Borrower. If Borrower is required to pay
additional amounts to or for the account of any Lender pursuant to this Section 1.13, then such Lender, at the request of Borrower and at Borrower’s expense,
will change the jurisdiction of its lending office if such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii)
as determined by such Lender in its sole discretion, is not otherwise materially disadvantageous to such Lender, provided, that the mere existence of fees,
charges, costs or expenses that such Borrower has offered and agreed to pay on behalf of a Lender shall not be deemed to be disadvantageous to such Lender.
1.14 Capital Adequacy; Increased Costs; Illegality.
(a) If any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy,
reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, reserve requirements or
similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other Governmental
Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby
reducing the rate of return on such Lender’s capital as a consequence of its obligations hereunder, then Borrower shall from time to time upon demand by
such Lender (with a copy of such demand to the Administrative Agent) pay to the Administrative Agent, for the account of such Lender, additional amounts
sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof
submitted by such Lender to Borrower and to the Administrative Agent shall be presumptive evidence of the matters set forth therein.
(b) If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) other
than in respect of taxes (including income taxes) or (ii) the compliance with any guideline or request from any central bank or other non-tax Governmental
Authority (whether or not having the force of law), in each case occurring after the Closing Date, there shall be any increase in the cost to any Lender of
agreeing to make or making, funding or maintaining any Loan, then Borrower shall from time to time, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower and to the Administrative Agent by such Lender,
shall be presumptive evidence of the matters set forth therein. Each Lender agrees that, as promptly as practicable after it becomes aware of any circumstances
referred to above which would result in any such increased cost, the affected Lender shall, to the extent not inconsistent with such Lender’s internal policies of
general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrower pursuant to this Section
1.14(b).
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