Delta Airlines 2006 Annual Report Download - page 189

9. G U A R A N T Y
9.1 Guaranty of Obligations of Borrower. Each Guarantor hereby jointly and severally unconditionally guarantees
to Secured Parties, and their respective successors, endorsees, transferees and assigns, the prompt payment (whether at stated maturity, by acceleration or
otherwise) and performance of the Obligations of Borrower. Guarantors agree that this Agreement is a guaranty of payment and performance and not of
collection, and that their obligations under this Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by:
(a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in any other Loan
Document or any other agreement, document or instrument to which any Credit Party and/or Guarantors are or may become a party;
(b) the absence of any action to enforce any other Loan Document or the waiver or consent by any Secured Party with
respect to any of the provisions thereof;
(c) the existence, value or condition of, or failure to perfect its Lien against, any Collateral for the Obligations or
any action, or the absence of any action, by Secured Parties in respect thereof (including, without limitation, the release of any such security);
(d) the insolvency of any Credit Party; or
(e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor,
it being agreed by each Guarantor that its obligations under this Agreement shall not be discharged until the Termination Date. Each Guarantor shall be
regarded, and shall be in the same position, as principal debtor with respect to the Obligations. Each Guarantor agrees that any notice or directive given at any
time to Secured Parties which is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Secured
Parties, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Agreement for the reason that such pleading or
introduction would be at variance with the written terms of this Agreement, unless Secured Parties have specifically agreed otherwise in writing. It is agreed
among each Guarantor and Secured Parties that the foregoing waivers are of the essence of the transaction contemplated by the Loan Documents and that, but
for this Agreement and such waivers, Secured Parties would decline to enter into this Agreement.
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