Delta Airlines 2006 Annual Report Download - page 214

If the Administrative Agent shall request instructions from Requisite Lenders, Requisite Term A Lenders, Requisite Term B Lenders,
Requisite Term C Lenders, Supermajority Term A Lenders, all Lenders or all affected Lenders with respect to any act or action (including failure to act) in
connection with this Agreement or any other Loan Document, then the Administrative Agent shall be entitled to refrain from such act or taking such action
unless and until the Administrative Agent shall have received instructions from Requisite Lenders, Requisite Term A Lenders, Requisite Term B Lenders,
Requisite Term C Lenders, Supermajority Term A Lenders, all Lenders or all affected Lenders, as the case may be, and the Administrative Agent shall not
incur liability to any Person by reason of so refraining. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or
under any other Loan Document (a) if such action would, in the opinion of the Administrative Agent, be contrary to law or the terms of this Agreement or any
other Loan Document, (b) if such action would, in the opinion of the Administrative Agent, expose the Administrative Agent to Environmental Liabilities or
(c) if the Administrative Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative
Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the
instructions of Requisite Lenders, Requisite Term A Lenders, Requisite Term B Lenders, Requisite Term C Lenders, Supermajority Term A Lenders, all
Lenders or all affected Lenders, as applicable.
11.3 Administrative Agent’s Reliance, Etc.None of the Administrative Agent or any of its Affiliates or any of their respective
directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or
the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the
foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel,
independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan
Documents on the part of any Credit Party or to inspect the Collateral (including the Books and Records to the extent not prohibited by a confidentiality
agreement in favor of a third party) of any Credit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;
and (f) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
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