Delta Airlines 2012 Annual Report Download - page 340

thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction
outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to
the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee
under the Credit Agreement; and (vii) has supplied the information requested on the administrative questionnaire heretofore
supplied by the Administrative Agent in which the Assignee has designated one or more credit contacts to whom all
syndicate-level information (which may contain material non-
public information about the Borrower and its related parties
or their respective securities) will be made available and who may receive such information in accordance with the
Assignee's compliance procedures and applicable laws, including Federal and state securities laws.
4.
Following the execution of this Assignment and Acceptance by the Assignee, the Assignor, the Issuing
Lender and the [Borrower] 1
, it will be delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to Section 10.02 of the Credit Agreement, effective as of the Effective Date (which Effective
Date shall, unless otherwise agreed to by the Administrative Agent (in writing), be within ten (10) Business Days after the
execution of this Assignment and Acceptance).
5.
Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to
the Assignee, whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date.
The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the
Administrative Agent or with respect to the making of this assignment directly between themselves.
6.
From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement provided that Assignor hereby represents and warrants that the restrictions set forth
in Section 10.02 of the Credit Agreement pertaining to the minimum amount of assignments have been satisfied.
7.
This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the
State of New York.
[Signatures follow]
_______________________________
1
Insert to the extent that Borrower's consent is required pursuant to the Credit Agreement.