Delta Airlines 2012 Annual Report Download - page 213

other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.
(c) Each of the Administrative Agent and the Collateral Trustee may perform any and all of its respective
duties and exercise its respective rights and powers by or through any one or more sub-agents appointed by such agent. The
Administrative Agent and the Collateral Trustee and any such sub-agent may perform any and all of its duties and exercise its rights
and powers through its Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-
agent and to
the Related Parties of the Administrative Agent and the Collateral Trustee and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and
Collateral Trustee.
SECTION 8.04. Reimbursement and Indemnification . Each Lender agrees (a) to reimburse on demand the
Administrative Agent (and the Collateral Trustee) for such Lender's Aggregate Exposure Percentage of any expenses and fees incurred
for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and
compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in
connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold
harmless the Administrative Agent and the Collateral Trustee and any of their Related Parties, on demand, in the amount equal to such
Lender's Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted
against it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or
omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the
Guarantors (except such as shall result from their respective gross negligence or willful misconduct).
SECTION 8.05. Successor Agents
. Subject to the appointment and acceptance of a successor agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon
any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of
Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred or is continuing) of the
Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, in consultation with the Borrower, on behalf of the Lenders
and the Issuing Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New
York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and
such successor. After the retiring Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub1agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. The Collateral Trustee may
resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.
SECTION 8.06. Independent Lenders . Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or the Collateral Trustee or any other
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