Delta Airlines 2012 Annual Report Download - page 164

duce the amount of any sum received or receivable by such Lender or Issuing Lender hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will
compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Lender reasonably determines in good faith that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return on such Lender's or Issuing Lender's capital or on the
capital of such Lender's or Issuing Lender's holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that
which such Lender or Issuing Lender or such Lender's or Issuing Lender's holding company could have achieved but for such Change
in Law (taking into consideration such Lender's or Issuing Lender's policies and the policies of such Lender's or Issuing Lender's
holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Lender, as
the case may be, such additional amount or amounts, in each case as documented by such Lender or Issuing Lender to the Borrower as
will compensate such Lender or Issuing Lender or such Lender's or Issuing Lender's holding company for any such reduction suffered;
it being understood that to the extent duplicative of the provisions in Section 2.16, this Section 2.14(b) shall not apply to Taxes.
(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the unpaid principal
amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender
shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial
regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Loans, such additional
costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual
costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least fifteen (15) days' prior notice (with a copy to the Administrative Agent, and which
notice shall specify the Statutory Reserve Rate, if any, applicable to such Lender) of such additional interest or cost from such Lender.
If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due
and payable fifteen (15) days from receipt of such notice.
(d) A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate
such Lender or Issuing Lender or its holding company, as the case may be, as specified in paragraph (a), (b) or (c) of this Section 2.14
shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing
Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.
(e) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this
Section 2.14 shall not constitute a waiver of such Lender's or Issuing Lender's right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section 2.14 for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender's or Issuing Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period
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