Delta Airlines 2006 Annual Report Download - page 211

(c) At the request of the Borrower, the Administrative Agent shall, and each of the Secured Parties hereby authorizes and
directs the Administrative Agent (without any further notice or consent to or of any Secured Party) to, promptly release or subordinate, as requested by the
holders of any Lien permitted by Section 6.7(a), (c), (e), (f), (i), (j)(subject, in the case of Amex, to the Skymiles Intercreditor Agreement), (n), (o), (q), (r)or
(s), any part of the Collateral that is subject to a Lien permitted by such section.
(d) At the request of the Borrower, the Administrative Agent shall, and each of the Secured Parties hereby authorizes and
directs the Administrative Agent (without further notice or consent to or of any Secured Party) to, execute and deliver or file such termination or partial
release statements and take such other actions (including return of Collateral) as are necessary to terminate, release or subordinate Liens pursuant to this
Section 10.11 promptly upon the effectiveness of any such termination, release or subordination. The Administrative Agent and the Secured Parties hereby
acknowledges and agree that the Credit Parties may use the Collateral to the extent permitted under the Credit Agreement.
11. ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF ADMINISTRATIVE AGENT
11.1 Assignment and Participations.
(a) Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and
obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans) to (i) any existing Lender, (ii) any
Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to
the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, that (x) such Sales do not have to be ratable between the
Term Loans but must be ratable among the obligations owing to and owed by such Lender with respect to a Term Loan and (y) for each Term Loan, the
aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans and Commitments subject to any such
Sale shall be an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of
the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Term Loan or is made with the prior consent of the Borrower and the
Administrative Agent. In the case of any assignment of Term Loan A, the proceeds of any L/C Cash Collateral held by the Administrative Agent shall not be
released in connection with any such assignment, but shall instead continue to be held by the Administrative Agent for application as provided by Annex B.
(b) Procedure. The parties to each Sale made in reliance on clause (a)above (other than those described in clause (e)below) shall
execute and deliver to the Administrative Agent (which shall keep a copy thereof) an Assignment, together with any existing Note subject to such Sale (or any
affidavit of loss therefor acceptable to the Administrative Agent), any Certificates of Exemption required to be delivered pursuant to Section 1.13(which shall
also be delivered to Borrower) and, except with respect to any assignment by any Arranger (or any Affiliate or Related Person of such Arranger) of the
Commitments or Loans held on the Closing Date by such Person to the extent such assignment is made as part of the primary syndication of the applicable
Term Loan, payment by the assignee of an assignment fee in the amount of $3,500. Upon receipt of all the foregoing, and conditioned upon such receipt and
upon the Administrative Agent consenting to such Assignment, from and after the effective date specified in such Assignment, the Administrative Agent shall
record or cause to be recorded in the Loan Account the information contained in such Assignment.
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