Delta Airlines 2012 Annual Report Download - page 215

Agent shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and
will not rely, on any such Agent in deciding to enter into this Agreement or in taking or not taking action hereunder. Each such Agent
shall be entitled to the benefit of the exculpation and indemnification provided in this Section 8 to the same extent as the Administrative
Agent and the Collateral Trustee.
SECTION 8.10. Withholding Taxes . To the extent required by any applicable law, the Administrative Agent may
withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the Internal
Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from
amounts paid to or for the account of any Lender for any reason, or the Administrative Agent has paid over to the Internal Revenue
Service applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, without
duplication of any indemnification obligations set forth in Section 8.04, such Lender shall indemnify the Administrative Agent fully for
all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together
with any expenses incurred.
SECTION 9.
GUARANTY
SECTION 9.01. Guaranty .
(a) Each of the Guarantors unconditionally and irrevocably guarantees the due and punctual payment by the
Borrower of the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the
obligor whether or not post filing interest is allowed in such proceeding). Each of the Guarantors further agrees that, to the extent
permitted by applicable law, the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from
it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Obligations. The Obligations of
the Guarantors shall be joint and several. Each of the Guarantors further agrees that its guaranty hereunder is a primary obligation of
such Guarantor and not merely a contract of surety.
(b) To the extent permitted by applicable law, each of the Guarantors waives presentation to, demand for
payment from and protest to the Borrower or any other Guarantor, and also waives notice of protest for nonpayment. The obligations of
the Guarantors hereunder shall not, to the extent permitted by applicable law, be affected by (i) the failure of the Administrative Agent
or a Lender or any other Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any
other Guarantor under the provisions of this Agreement or any other Loan Document, Designated Bank Product Agreement, Designated
Hedging Agreement or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver,
compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents, , Designated
Bank Product Agreements or Designated Hedging Agreements; (iv) the release, exchange, waiver or foreclosure of any security held by
the Collateral Trustee for the Obligations or any of them; (v) the failure of the Collateral Trustee or a Lender or any other Secured Party
to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of any Collateral or any other Guarantor.
(c) To the extent permitted by applicable law, each of the Guarantors further agrees that this guaranty
constitutes a guaranty of payment when due and not just of collection, and waives any right to require that any resort be had by the
Administrative Agent, the Collateral Trustee or
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