Delta Airlines 2012 Annual Report Download - page 222

tered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat such Person whose name is recorded in the Participant Register as
the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance
of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a
Participant Register.
(e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section 10.02 shall not apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.
(f) Any Lender may, in connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 10.02, disclose to the assignee or participant or proposed assignee or participant, any information
relating to the Borrower or any of the Guarantors furnished to such Lender by or on behalf of the Borrower or any of the Guarantors;
provided
that prior to any such disclosure, each such assignee or participant or proposed assignee or participant are advised of and agree
to be bound by either the provisions of Section 10.03 or other provisions at least as restrictive as Section 10.03.
(g) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a
portion of its Term Loans to the Borrower in accordance with Section 10.02(b); provided that:
(i) the assigning Lender and the Borrower purchasing such Lender's Term Loans, as applicable, shall execute
and deliver to the Administrative Agent an Assignment and Acceptance;
(ii) any Loans assigned to the Borrower shall be automatically and permanently cancelled upon the
effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;
(iii) no such assignment may be funded with the proceeds of any Revolving Loans;
(iv) no Event of Default has occurred or is continuing;
(v) any non-cash gain in respect of “cancellation of indebtedness” resulting from the cancellation of any Term
Loans purchased by the Borrower shall not increase EBITDAR;
(vi) at the time of any such assignment effected pursuant to a Dutch Auction, the Borrower shall affirm to the
assigning Lenders the No Undisclosed MNPI Representation with respect to its directors and officers (and shall affirm that such
No Undisclosed MNPI Representation had been true and correct at the commencement of such Dutch Auction); and
(vii) the assignment to the Borrower and cancellation of Term Loans shall not constitute a mandatory or
voluntary payment for purposes of Section 2.12 or 2.13 and shall not be subject to Section 8.08, but the aggregate outstanding
principal amount of the Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of the
Term Loans purchased pursuant to this Section 10.02(g) and each principal repayment installment with respect to
105