Delta Airlines 2012 Annual Report Download - page 214

Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished
hereunder or thereunder.
SECTION 8.07. Advances and Payments .
(a) On the date of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for
the account of each of the Lenders, the amount of the Loan to be made by it in accordance with its Revolving Commitment hereunder.
Should the Administrative Agent do so, each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately
available funds for the amount so advanced on its behalf by the Administrative Agent, together with interest at the Federal Funds
Effective Rate if not so reimbursed on the date due from and including such date but not including the date of reimbursement.
(b) Any amounts received by the Administrative Agent in connection with this Agreement (other than amounts
to which the Administrative Agent is entitled pursuant to Sections 2.18, 8.04 and 10.04), the application of which is not otherwise
provided for in this Agreement, shall be applied in accordance with Section 2.17(b). All amounts to be paid to a Lender by the
Administrative Agent shall be credited to that Lender, after collection by the Administrative Agent, in immediately available funds
either by wire transfer or deposit in that Lender's correspondent account with the Administrative Agent, as such Lender and the
Administrative Agent shall from time to time agree.
SECTION 8.08. Sharing of Setoffs . Each Lender agrees that, if it shall, through the exercise either by it or any of
its banking Affiliates of a right of banker's lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited
to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim
and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or
otherwise (but excluding any transactions expressly permitted under the terms of this Agreement), obtain payment in respect of its
Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid
portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon
purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid
principal amount of each Lender's Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be
in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount
of its Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC
Exposure prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to
ensure that the Lenders share such payment pro-rata; provided that if any such non-pro-rata payment is thereafter recovered or
otherwise set aside, such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the
foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan or LC Exposure
acquired pursuant to this Section or any of its banking Affiliates may exercise any and all rights of banker's lien, setoff or counterclaim
with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender was the original obligee thereon, in
the amount of such participation.
SECTION 8.09. Other Agents
. No Agent (other than the Administrative Agent and the Collateral Trustee) shall have
any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, no such
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