Delta Airlines 2012 Annual Report Download - page 165

referred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section 2.14 shall be
available to each Lender regardless of any possible contention as to the invalidity or inapplicability of the law, rule, regulation,
guideline or other change or condition which shall have occurred or been imposed.
SECTION 2.15. Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar
Loan other than on the last day of an Interest Period applicable thereto (including as a result of the occurrence and continuance an Event
of Default), (b) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto, or (c) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.18 or Section 10.08(c), then, in any such event, at the request of such Lender,
the Borrower shall compensate such Lender for the loss, cost and expense attributable to such event; provided that in no case shall this
Section 2.15 apply in connection with any Installment paid pursuant to Section 2.10(b). Such loss, cost or expense to any Lender shall
be deemed to include an amount reasonably determined in good faith by such Lender or Issuing Lender to be the excess, if any, of (i)
the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the applicable
rate of interest for such Loan (excluding, however the Applicable Margin included therein, if any), for the period from the date of such
event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount
for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits
of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days
after receipt thereof.
SECTION 2.16. Taxes .
(a) Any and all payments by or on account of any Obligation of the Borrower or any Guarantor hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law. If the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments to or for the benefit of any Recipient,
then (i) the sum payable shall be increased as necessary so that after making all such required deductions (including such deductions
applicable to additional sums payable under this Section 2.16), the Recipient receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the
full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.
(c) The Borrower shall indemnify each Recipient, within thirty (30) days after written demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes paid by or on behalf of such Recipient on or with respect to any payment by or on
account of any obligation of the Borrower or any Guarantor hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.16(c)) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. After a Recipient learns of the imposition of Indemnified Taxes or Other Taxes, such
Recipient will act in good faith to notify the Borrower promptly of its obligations hereunder. A certificate as to the amount
48