Delta Airlines 2012 Annual Report Download - page 212

SECTION 8.02. Rights of Administrative Agent and Collateral Trustee . Any institution serving as the
Administrative Agent and the Collateral Trustee hereunder shall have the same rights and powers in their respective capacities as
Lenders as any other Lender and may exercise the same as though it were not an Administrative Agent or Collateral Trustee, and such
bank and its respective Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent or Collateral Trustee hereunder.
SECTION 8.03. Liability of Agents .
(a) The Administrative Agent and the Collateral Trustee shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing, (i) the Administrative Agent and the Collateral Trustee shall
not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the
Administrative Agent and the Collateral Trustee shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby that each such agent is required to exercise in writing as
directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.08), (iii) except as expressly set forth herein, the Administrative Agent and the Collateral Trustee shall not have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the institution serving as an Administrative Agent or Collateral Trustee or any of its Affiliates in
any capacity and (iv) the Administrative Agent and the Collateral Trustee will not be required to take any action that, in its opinion or
the opinion of its counsel, may expose the Administrative Agent, or the Collateral Trustee, as applicable, to liability or that is contrary
to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect. Neither the Administrative Agent nor the Collateral Trustee shall be
liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the absence of its own gross
negligence, bad faith or willful misconduct. The Administrative Agent and the Collateral Trustee shall be deemed not to have
knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent and the Collateral
Trustee by the Borrower or a Lender, and the Administrative Agent and the Collateral Trustee shall not be responsible for, or have any
duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement, (B) the
contents of any certificate, report or other document delivered hereunder or in connection herewith, (C) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in
Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and
the Collateral Trustee.
(b) The Administrative Agent and the Collateral Trustee shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative Agent and the Collateral Trustee also may rely upon
any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent and the Collateral Trustee may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and
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