Delta Airlines 2006 Annual Report Download - page 216

11.7 Successor Agents.
The Administrative Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to Lenders and
Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor the Administrative Agent. If a successor
Administrative Agent shall not have been so appointed by the Requisite Lenders and shall not have accepted such appointment within thirty (30) days after
the resigning Administrative Agent’s giving notice of resignation, then such resigning Administrative Agent on behalf of the Lenders may appoint a successor
Administrative Agent, which shall be a Lender, if such Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial
institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the
United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If a successor Administrative Agent has not
been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by such resigning Administrative Agent,
such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder until such
time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by
Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided, that such
approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers,
privileges and duties of the resigning Administrative Agent. Upon the earlier of (i) the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent or (ii) the effective date of the resigning Administrative Agent’s resignation, such resigning Administrative Agent shall be
discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of
such resigning Administrative Agent shall continue. After any Administrative Agent’s resignation hereunder, the provisions of this Article 9shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan
Documents.
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