Delta Airlines 2012 Annual Report Download - page 167

(iv) If the Administrative Agent is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document, the Administrative Agent shall deliver to the Borrower, at the time or times
prescribed by additional law and as reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate of withholding.
(v) The Administrative Agent and each Lender agrees that if any form or certification it previously delivered
expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the
Borrower and the Administrative Agent in writing of its legal inability to do so. A Lender shall not be required to deliver any
form or statement pursuant to this Section 2.16(e) that such Lender is not legally able to deliver.
(vi) If a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or
the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)
(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may
be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold
from such payment.
(f) If a Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant
to this Section 2.16, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.16 with respect to the Taxes giving rise to such refund), net of
all out-of-pocket expenses of such Recipient incurred in obtaining such refund (including Taxes imposed with respect to such refund)
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the
Borrower, upon the request of such Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such
refund to such Governmental Authority. This Section shall not be construed to require any Recipient to make available its Tax returns
(or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.
(g) Each Lender shall indemnify the Administrative Agent for the full amount of any Taxes imposed by any
Governmental Authority that are attributable to such Lender and that are payable or paid by the Administrative Agent, together with all
interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent
in good faith. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error.
(h) Survival . Each party's obligations under this Section 2.16 shall survive the resignation or replacement of
the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all obligations under any Loan Document.
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