Delta Airlines 2006 Annual Report Download - page 218

(b) Return of Payments.
(i) If the Administrative Agent pays an amount to a Lender under this Agreement in the belief or expectation that a
related payment has been or will be received by the Administrative Agent from Borrower and such related payment is not received by the Administrative
Agent, then the Administrative Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any
kind.
(ii) If the Administrative Agent determines at any time that any amount received by the Administrative Agent under
this Agreement must be returned to Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or
condition of this Agreement or any other Loan Document, the Administrative Agent will not be required to distribute any portion thereof to any Lender. In
addition, each Lender will repay to the Administrative Agent on demand any portion of such amount that the Administrative Agent has distributed to such
Lender, together with interest at such rate, if any, as the Administrative Agent is required to pay to Borrower or such other Person, without setoff,
counterclaim or deduction of any kind.
(c) Dissemination of Information. The Administrative Agent shall use reasonable efforts to provide Lenders with any notice of
Default or Event of Default received by the Administrative Agent from, or delivered by the Administrative Agent to, any Credit Party, with notice of any
Event of Default of which the Administrative Agent has actually become aware and with notice of any action taken by the Administrative Agent following
any Event of Default; provided, that the Administrative Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is
attributable to the Administrative Agent’s gross negligence or willful misconduct. Lenders acknowledge that Borrower is required to provide Financial
Statements and Collateral Reports to Lenders in accordance with Annexes Eand Fhereto and agree that the Administrative Agent shall not have the duty to
provide the same to Lenders.
(d) Actions in Concert. Anything in this Agreement to the contrary notwithstanding, each Lender hereby agrees with each other
Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or the Notes (including exercising any rights of setoff)
without first obtaining the prior written consent of the Administrative Agent and Requisite Lenders, it being the intent of Lenders that any such action to
protect or enforce rights under this Agreement and the Notes shall be taken in concert and at the direction or with the consent of the Administrative Agent or
Requisite Lenders.
12. SUCCESSORS AND ASSIGNS
12.1 Successors and Assigns.
This Agreement and the other Loan Documents shall be binding on and shall inure to the benefit of each Credit Party, the
Administrative Agent, Lenders and their respective successors and assigns (including, in the case of any Credit Party, a debtor-in-possession on behalf of such
Credit Party), except as otherwise provided herein or therein. No Credit Party may assign, transfer, hypothecate or otherwise convey its rights, benefits,
obligations or duties hereunder or under any of the other Loan Documents without the prior express written consent of the Administrative Agent and Lenders.
Any such purported assignment, transfer, hypothecation or other conveyance by any Credit Party without the prior express written consent of the
Administrative Agent and Lenders shall be void. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations
of each Credit Party, the Administrative Agent and Lenders with respect to the transactions contemplated hereby and no Person shall be a third party
beneficiary of any of the terms and provisions of this Agreement or any of the other Loan Documents.
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