Delta Airlines 2012 Annual Report Download - page 211

counts held in trust for an identified beneficiary) maintained with the Administrative Agent or the Collateral Trustee (or any of
their respective affiliates) and apply such amounts to the obligations of the Borrower and the Guarantors hereunder and in the
other Loan Documents; and (v) exercise any and all remedies under the Loan Documents and under applicable law available to
the Administrative Agent, the Collateral Trustee and the Lenders. In case of any event with respect to the Borrower described in
clause (f) or (g) of this Section 7.01, the actions and events described in (i), (ii) and (iii) above shall be required or taken
automatically, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower. Any payment received as a result of the exercise of remedies hereunder shall be applied in accordance with Section
2.17(b).
SECTION 8.
THE AGENTS
SECTION 8.01. Administration by Agents .
(a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints the Administrative Agent and the
Collateral Trustee as its agents and authorizes the Administrative Agent and the Collateral Trustee to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent and the Collateral Trustee by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.
(b)
Each of the Lenders and each Issuing Lender hereby authorizes the Administrative Agent and the Collateral
Trustee, as applicable, and in their sole discretion:
(i) in connection with (x) the sale or other disposition of any asset that is part of the Collateral of the Borrower
or any Guarantor, as the case may be, or (y) any release of lien provided for in Section 6.06(b), in each case to the extent
permitted by the terms of this Agreement and the Collateral Trust Agreement, to release a Lien granted to the Collateral
Trustee, for the benefit of the Secured Parties, on such asset (including any Net Cash Proceeds deposited in an account subject
to an Account Control Agreement);
(ii) with respect to the Administrative Agent only, to determine that the cost to the Borrower or any Guarantor,
as the case may be, is disproportionate to the benefit to be realized by the Secured Parties by perfecting a Lien in a given asset
or group of assets included in the Collateral and that the Borrower or such Guarantor, as the case may be, should not be
required to perfect such Lien in favor of the Collateral Trustee, for the benefit of the Secured Parties;
(iii) to enter into the other Loan Documents (including the Collateral Trust Agreement) on terms acceptable to
the Administrative Agent and to perform its respective obligations thereunder; and
(iv) to execute any documents or instruments necessary to release any Guarantor from the guarantees provided
herein pursuant to Section 9.05.
(c) Each Lender irrevocably authorizes the Collateral Trustee to execute and deliver the Collateral Trust
Agreement, and to take such action and to exercise the powers, rights and remedies granted to the Collateral Trustee thereunder and
with respect thereto. In addition, each Lender hereby agrees to be bound by, and consents to, the terms and provisions of the Collateral
Trust Agreement.
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