Delta Airlines 2012 Annual Report Download - page 220

and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 10.02, from and
after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Revolving Lender
and/or a Term Lender, as the case may be, under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case
of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16 and 10.04). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.02
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (d) of this Section.
(iv) The Administrative Agent shall maintain at its offices a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of,
and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Guarantors,
the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower, the Issuing Lenders and any Lender (but only, in the case of a
Lender, with respect to any entry relating to such Lender's Commitments, Loans, LC Disbursements and other Obligations) at
any reasonable time and from time to time upon reasonable prior notice.
(v) Notwithstanding anything to the contrary contained herein, no assignment may be made hereunder to any
Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of
the foregoing Persons described in this clause (v).
(vi) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or
other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable
pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee
and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Borrower, Administrative Agent, the Issuing Lender and each other Revolving Lender hereunder (and interest
accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of
Credit in accordance with its Aggregate Exposure Percentage. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with
the provisions of this paragraph, then the assignee of such
103