Delta Airlines 2006 Annual Report Download - page 212

(c) Effectiveness. Effective upon the entry of such record in the Loan Account, (i) such assignee shall become a party hereto and,
to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and
obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent
that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the
termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those
relating to events or circumstances occurring prior to such assignment, and, in the case of an Assignment covering all or the remaining portion of an assigning
Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto.
(d) Grant of Security Interests. In addition to the other rights provided in this Section 11.1, each Lender may grant a security
interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of
principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the
Administrative Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent;
provided, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an
assignment in accordance with clause (b)above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its
obligations hereunder.
(e) Participants and SPVs. In addition to the other rights provided in this Section 11.1, each Lender may, (x) with notice to the
Administrative Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and
the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder)
and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from the
Administrative Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan
Documents; provided, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a
commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall
be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the
Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such
Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of
Section 1.11, Section 1.13and Section 1.14, but, in the case of Section 1.13, only to the extent Borrower and the Administrative Agent receive a Certificate of
Exemption with respect to any such participant or SPV that is a Foreign Person and in each such case only to the extent of any amount to which such Lender
would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such
Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the
Administrative Agent by such SPV and such Lender; provided, that in no case (including pursuant to clause (A)or (B)above) shall an SPV or participant have
the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint
on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or
refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct
enforcement of the Obligations), except for those described in clauses (viii)(B)and (viii)(C)of Section 13.2(a)with respect to amounts, or dates fixed for
payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section
13.2(a)(xii)(or amendments, consents and waivers with respect to Section 10.10 to release all or substantially all of the Collateral). No party hereto shall
institute (and Borrower shall cause each other Credit Party not to institute) against any SPV grantee of an option pursuant to this clause (e) any bankruptcy,
reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding
commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnified Person against
any Liability that may be incurred by, or asserted against, such Indemnified Person as a result of failing to institute such proceeding (including a failure to get
reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment
in full of the Obligations.
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