Delta Airlines 2006 Annual Report Download - page 207

(j) If, at any time when Administrative Agent shall determine to exercise its right to sell the whole or any part of the Pledged
Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Act,
Administrative Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in
such manner and under such circumstances as Administrative Agent may deem necessary or advisable, but subject to the other requirements of this Section
10.7, and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such
event, Administrative Agent in its discretion (x) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute),
(y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to a purchaser who is an accredited investor
under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or
sale of such Pledged Collateral or any part thereof. In addition to a private sale as provided above in this Section 10.7, if any of the Pledged Collateral shall
not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 10.7,
then Administrative Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable
requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions:
(i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale;
(ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale,
including restrictions on future transfer thereof;
(iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that
Person’s access to financial information about such Credit Party and such Person’s intentions as to the holding of the Pledged Collateral so sold for
investment for its own account and not with a view to the distribution thereof; and
(iv) as to such other matters as Administrative Agent may, in its discretion, deem necessary or appropriate in order that
such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the
enforcement of creditors’ rights and the Act and all applicable state securities laws.
(k) Each Credit Party recognizes that Administrative Agent may be unable to effect a public sale of any or all the Pledged
Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (j)above. Each Credit Party also acknowledges that
any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale
being private. Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the
Pledged Entity to register such securities for public sale under the Act, or under applicable state securities laws, even if such Credit Party and the Pledged
Entity would agree to do so.
(l) Each Credit Party agrees to the maximum extent permitted by applicable law that following the occurrence and during the
continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or
redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the
Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Credit Party waives the benefit of all such laws to the extent it
lawfully may do so. Each Credit Party agrees that it will not interfere with any right, power and remedy of Administrative Agent provided for in this
Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by Administrative Agent of
any one or more of such rights, powers or remedies. No failure or delay on the part of Administrative Agent to exercise any such right, power or remedy and
no notice or demand which may be given to or made upon Credit Parties by Administrative Agent with respect to any such remedies shall operate as a waiver
thereof, or limit or impair Administrative Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or
prejudice its rights as against any Credit Party in any respect.
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