Delta Airlines 2006 Annual Report Download - page 190

9.2 Demand by Secured Parties. In addition to the terms of the Guaranty set forth in Section 9.1hereof, and in no manner
imposing any limitation on such terms, it is expressly understood and agreed that, if, at any time, the outstanding principal amount of the Obligations under
this Agreement (including all accrued interest thereon) is declared to be immediately due and payable, then Guarantors shall, without demand (except as
required by the Final Order), pay to the holders of the Obligations the entire amount of the outstanding Obligations due and owing to such holders. Payment
by Guarantors shall be made to Administrative Agent in immediately available federal funds to the Cash Collateral Account and applied to the Obligations in
accordance with Section 1.3.
9.3 Enforcement of Guaranty. In no event shall any Secured Party have any obligation (although it is entitled, at
its option) to proceed against Borrower or any other Credit Party or any Collateral pledged to secure Obligations before seeking satisfaction from any or all of
the Guarantors, and Secured Parties may proceed, prior or subsequent to, or simultaneously with, the enforcement of Secured Parties’ rights hereunder, to
exercise any right or remedy which it may have against any Collateral, as a result of any Lien it may have as security for all or any portion of the Obligations.
9.4 Waiver. In addition to the waivers contained in Section 9.1hereof, Guarantors waive, and agree that they shall
not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of
assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by
Guarantors of their Obligations under, or the enforcement by Secured Parties of, this Agreement. Guarantors hereby waive diligence, presentment and demand
(whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of the Obligations, acceptance of further security,
release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Obligations, notice of adverse change in Borrower’s
financial condition or any other fact which might increase the risk to Guarantors) with respect to any of the Obligations or all other demands whatsoever and
waive the benefit of all provisions of law which are or might be in conflict with the terms of this Agreement. Guarantors represent, warrant and jointly and
severally agree that, as of the date of this Agreement, their obligations under this Agreement are not subject to any offsets or defenses against Secured Parties
or any Credit Party of any kind. Guarantors further jointly and severally agree that their obligations under this Agreement shall not be subject to any
counterclaims or offsets or defenses against Secured Parties or against any Credit Party of any kind which may arise in the future.
9.5 Benefit of Guaranty. The provisions of this Agreement are for the benefit of Secured Parties and their
respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any Credit Party and Secured Parties, the
obligations of any Credit Party under the Loan Documents. In the event all or any part of the Obligations are transferred, indorsed or assigned by any Secured
Party to any Person or Persons, any reference to “Secured Party” herein shall be deemed to refer equally to such Person or Persons.
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