Delta Airlines 2012 Annual Report Download - page 154

tribute such payment to the applicable Issuing Lender or, to the extent that Revolving Lenders have made payments pursuant to this
paragraph to reimburse such Issuing Lender, then to such Revolving Lenders and such Issuing Lender as their interests may appear.
Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Lender for any LC
Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement.
(f) Obligations Absolute . The Borrower's obligation to reimburse LC Disbursements as provided in paragraph (e) of
this Section 2.02 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii)
payment by the applicable Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower's obligations hereunder. Neither the Administrative Agent, the Revolving Lenders, nor the applicable Issuing
Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Lender;
provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to the Borrower to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted
by applicable law) suffered by the Borrower that are caused by such Issuing Lender's failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in
the absence of gross negligence, bad faith or willful misconduct on the part of the applicable Issuing Lender (as finally determined by a
court of competent jurisdiction), the applicable Issuing Lender shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Lender may, in its
sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any
notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.
(g) Disbursement Procedures . The applicable Issuing Lender shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Lender shall
promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and
whether the applicable Issuing Lender has made or will make a LC Disbursement thereunder; provided that any failure to give or delay
in giving such notice shall not relieve the Borrower of its obligation to reimburse the applicable Issuing Lender and the Revolving
Lenders with respect to any such LC Disbursement in accordance with the terms herein.
(h) Interim Interest . If the applicable Issuing Lender shall make any LC Disbursement, then, unless the
Borrower shall reimburse (including by a Borrowing) such LC Disburse-
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