Delta Airlines 2006 Annual Report Download - page 208

(m) Each Credit Party further agrees that a breach of any of the covenants contained in this Section 10.7will cause irreparable
injury to Administrative Agent, that Administrative Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that
each and every covenant contained in this Section 10.7shall be specifically enforceable against the Credit Parties, and each Credit Party hereby waives and
agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then
due and payable in accordance with the agreements and instruments governing and evidencing such Obligations.
(n) To the extent that any rights and remedies under this Section 10.7would otherwise be in violation of the automatic stay of
section 362 of the Bankruptcy Code, such stay shall be deemed modified, as set forth in the Final Order, as applicable, to the extent necessary to permit the
Administrative Agent to exercise such rights and remedies.
10.8 The Administrative Agent’s Appointment as Attorney-in-Fact.
(a) On the Closing Date each Credit Party executed and delivered to Administrative Agent a power of attorney
(the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power
coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Administrative Agent, for the benefit of Secured
Parties, under the Power of Attorney are solely to protect Administrative Agent’s interests (for the benefit of Secured Parties) in the Collateral and shall not
impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Administrative Agent agrees that (a) except for the powers
granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has
occurred and is continuing, and (b) Administrative Agent shall account for any moneys received by the Administrative Agentin respect of any foreclosure on
or disposition of Collateral pursuant to the Power of Attorney providedthat neither the Administrative Agent nor any Secured Party shall have any duty as to
any Collateral, and Administrative Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of
such powers. NEITHER THE ADMINISTRATIVE AGENT, THE SECURED PARTIES NOR THEIR RESPECTIVE AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY CREDIT PARTY FOR ANY ACT OR
FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO
THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION,
NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
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