Delta Airlines 2012 Annual Report Download - page 221

interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an
assignee, the assignee's completed administrative questionnaire in a form as the Administrative Agent may require (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee
shall have failed to make any payment required to be made by it pursuant to Section 2.02(c) or (d), 2.04(a) or 10.04(c), the
Administrative Agent shall have no obligation to accept such Assignment and Acceptance and record the information therein in the
Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(d) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Lender,
sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans); provided that (A) such Lender's obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 10.08(a) that affects such Participant. Subject to paragraph (ii) of this subsection, the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14 and 2.16 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 8.08 as though it were a Lender, provided such Participant agrees to be subject to the
requirements of Section 8.08 as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.16 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Sections 2.16(d) and 2.16
(e) as though it were a Lender.
(iii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of
each Participant's interest in the Obligation (the “ Participant Register ”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a
Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any
Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other
obligation is in regis-
104