Delta Airlines 2012 Annual Report Download - page 226

Trustee hereunder or under any other Loan Document, or release all or substantially all of the Guarantors;
(iii) the Required Revolving Lenders in addition to the Required Lenders to change the definition of the term
Required Revolving Lenders or the percentage of Lenders which shall be required for Revolving Lenders to take any action
hereunder;
(iv) the Required Class Lenders of each Class that is being allocated a lesser repayment or prepayment as a
result thereof (relating to the amount of repayment or prepayment being allocated to another Class), change the application of
prepayments as among or between Classes under Section 2.12 (it being understood that if additional classes of Term Loans or
additional Loans under this Agreement consented to by the Required Lenders or additional Loans pursuant to Section 2.27 are
made, such new Loans may be included on a pro rata basis in the various prepayments required pursuant to Section 2.12); and
(v) all lenders under such Class, reduce the percentage specified in the definition of “Required Class Lenders”
with respect to any Class.
(b) No such amendment or modification shall adversely affect the rights and obligations of the Administrative
Agent or any Issuing Lender or the Collateral Trustee hereunder without its prior written consent.
(c) No notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to
any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.02(a) shall be bound
by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Lender shall bind any Person
subsequently acquiring an interest on the Loans held by such Lender. No amendment to this Agreement shall be effective against the
Borrower or any Guarantor unless signed by the Borrower or such Guarantor, as the case may be.
(d) Notwithstanding anything to the contrary contained in Section 10.08(a), (i) in the event that the Borrower
requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders and
such modification or amendment is agreed to by the Required Lenders, then the Borrower may replace any such non-
consenting Lender
in accordance with Section 10.02; provided that such amendment or modification can be effected as a result of the assignment
contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this clause
(i)); (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that
(x) the Commitment of such Lender may not be increased or extended without the consent of such Lender and (y) the principal and
accrued and unpaid interest of such Defaulting Lender's Loans shall not be reduced or forgiven without the consent of such Defaulting
Lender (it being understood that the Commitment and the outstanding Loans or other extensions of credit held or deemed held by any
Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders), (iii) notwithstanding
anything to the contrary herein, any Extension Amendment effected in accordance with Section 2.28 may be made without the consent
of the Required Lenders and (iv) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any
error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the
Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent
of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business
Days after written notice thereof to the Lenders.
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