Delta Airlines 2006 Annual Report Download - page 222

(c) To the extent (a) the consent or vote of any Lender in its capacity as a Term A Lender, a Term B Lender or a Term C Lender,
as applicable, is required, but not obtained (any such Lender whose consent is not obtained as described in this Section 13.2(c)being referred to as a “Non-
Consenting Lender”) in connection with any proposed amendment, modification, supplement, waiver or exercise of remedies (a “Proposed Change”) and (b)
the Administrative Agent shall have consented to such Proposed Change, at the request of Borrower and with the consent of the Administrative Agent (not to
be unreasonably withheld), any Person reasonably acceptable to such Administrative Agent (which Person may be the Lender acting as such Administrative
Agent and shall have consented to such Proposed Change) shall have the right (but not the obligation) to purchase from such Non-Consenting Lender, and
such Non-Consenting Lender shall, upon the request of such Administrative Agent, sell and assign to such Person all of the applicable Commitments and
Loans of such Non-Consenting Lender for an amount equal to the principal balance of all applicable Loans held by such Non-Consenting Lender and all
accrued and unpaid interest and fees with respect thereto through the date of such sale and purchase (the “Purchase Amount”); provided, however, that such
sale and purchase (and the corresponding assignment) shall not be effective until (A) such Administrative Agent shall have received from such Person an
agreement in form and substance satisfactory to such Administrative Agent whereby such Person shall agree to be bound by the terms hereof and (B) such
Non-Consenting Lender shall have received the Purchase Amount from such Person. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall
execute and deliver to the Administrative Agent the Note or Notes evidencing such Commitments or Loans and an Assignment Agreement to evidence such
sale and assignment; provided, however, that the failure of any Non-Consenting Lender to deliver such Note or Notes or execute an Assignment Agreement
shall not render such sale and purchase (and the corresponding assignment) invalid.
(d) Upon the Termination Date, the Administrative Agent shall deliver to Borrower termination statements, mortgage releases,
reconveyances and other documents necessary or appropriate to evidence the termination of the Liens securing payment of the Obligations.
13.3 Fees and Expenses.
Borrower shall reimburse (i) the Administrative Agent for all fees, costs and expenses (including the reasonable fees and expenses of all
of its counsel, advisors, consultants and auditors) and (ii) the Administrative Agent (and, with respect to clauses (b), (c)and (d)below, all Lenders) for all fees,
costs and expenses, including the reasonable fees, costs and expenses of counsel or other advisors (including environmental and management consultants and
appraisers) incurred in connection with the negotiation, preparation and filing and/or recordation of the Loan Documents and incurred in connection with:
(a) any amendment, modification or waiver of, or consent with respect to, or termination of, any of the Loan Documents or advice
in connection with the syndication and administration of the Loans made pursuant hereto or its rights hereunder or thereunder;
(b) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the Administrative Agent, any Lender, any
Credit Party or any other Person and whether as a party, witness or otherwise) in any way relating to the Collateral, any of the Loan Documents or any other
agreement to be executed or delivered in connection herewith or therewith, including any litigation, contest, dispute, suit, case, proceeding or action, and any
appeal or review thereof, in connection with a case commenced by or against any or all of the Credit Parties or any other Person that may be obligated to the
Administrative Agent by virtue of the Loan Documents, including any such litigation, contest, dispute, suit, proceeding or action arising in connection with
any work-out or restructuring of the Loans during the pendency of one or more Events of Default; provided, that in the case of reimbursement of counsel for
Lenders other than the Administrative Agent, such reimbursement shall be limited to one counsel for all such Lenders; provided, further, that no Person shall
be entitled to reimbursement under this clause (b)in respect of any litigation, contest, dispute, suit, proceeding or action to the extent any of the foregoing
results from such Person’s gross negligence or willful misconduct;
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