Delta Airlines 2012 Annual Report Download - page 219

(B) the Borrower; provided that no consent of the Borrower shall be required for an assignment (I) if an Event
of Default has occurred and is continuing, (II) if the assignee is a Lender, an Affiliate of a Lender or an Approved Fund, or (III)
by either of the Arrangers or any of their Affiliates as part of the primary syndication of the Term Loans (as determined by the
Arrangers in their sole discretion) and in consultation with the Borrower; provided , further , that the Borrower will be deemed
to have consented to any assignment of Term Loans unless it shall object thereto by written notice to the Administrative Agent
within ten (10) Business Days after having received written notice thereof; and
(C) each Issuing Lender; provided
that no consent of any Issuing Lender shall be required for an assignment (x)
of all or any portion of a Term Loan or (y) all or portion of a Revolving Commitment and/or Revolving Loan to a Revolving
Lender.
(ii) Assignments shall be subject to the following additional conditions:
(A) any assignment of any portion of the Total Revolving Commitment, Revolving Loans, LC Exposure and
Term Loans shall be made to an Eligible Assignee;
(B) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an
assignment of the entire remaining amount of the assigning Lender's Revolving Commitment or Loans, the amount of such
Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (with respect to
Term Loans) or $5,000,000 (with respect to Revolving Commitments or Revolving Loans), and after giving effect to such assignment,
the portion of the Loan or Commitment held by the assigning Lender of the same tranche as the assigned portion of the Loan or
Commitment shall not be less than $1,000,000 (with respect to Term Loans) or $5,000,000 (with respect to Revolving Commitments or
Revolving Loans), in each case unless the Borrower and the Administrative Agent otherwise consent, provided that no such consent of
the Borrower shall be required if an Event of Default has occurred and is continuing; provided further
that any such assignment shall be
in increments of $500,000 in excess of the minimum amount described above;
(C) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender's rights and obligations in respect of one Type of Commitments or Loans;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500 for the account of the Administrative Agent;
(E) the assignee, if it was not a Lender immediately prior to such assignment, shall deliver to the
Administrative Agent an administrative questionnaire in a form as the Administrative Agent may require; and
(F) notwithstanding anything to the contrary herein, any assignment of any Term Loans to the Borrower shall
be subject to the requirements of Section 10.02(g).
For the purposes of this Section 10.02(b), the term “ Approved Fund ” means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans
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