Delta Airlines 2006 Annual Report Download - page 209

(b) The Administrative Agent agrees that it will forbear from exercising the power of attorney or any rights granted to the
Administrative Agent pursuant to this Section 10.8, except upon the occurrence or during the continuation of an Event of Default. The Credit Parties hereby
ratify, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. Exercise by the Administrative Agent of the
powers granted hereunder is not a violation of the automatic stay provided by section 362 of the Bankruptcy Code and each Credit Party waives applicability
thereof. The power of attorney granted pursuant to this Section 10.8is a power coupled with an interest and shall be irrevocable until the Obligations are
indefeasibly paid in full.
(c) The powers conferred on the Administrative Agent hereunder are solely to protect the Administrative Agent’s
and the Lenders' interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent shall be accountable
only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be
responsible to any Credit Party for any act or failure to act, except for its own gross negligence or willful misconduct.
(d) Each Credit Party also authorizes the Administrative Agent, at any time and from time to time upon the
occurrence and during the continuation of any Event of Default or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name or
the name of its Subsidiaries with any party to any Contract with regard to the assignment of the right, title and interest of such Credit Party in and under the
Contracts hereunder and other matters relating thereto and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with
respect to the Collateral.
(e) All Obligations shall constitute, in accordance with section 364(c)(1) of the Bankruptcy Code, claims against
the Borrower and each Credit Party in their respective Cases which are administrative expense claims having priority over any all administrative expenses of
the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code.
10.9 [Reserved].
10.10 Intercreditor Issues.
Notwithstanding anything herein to the contrary, for so long as the Post-Petition Skymiles Facility Documents are in effect, if any Credit
Party is in compliance with any requirements relating to SkyMiles Collateral imposed by the Post-Petition Skymiles Collateral Documents which are
equivalent to requirements set forth in this Agreement (other than creation and, with respect to Collateral which is not Control Collateral (as defined below),
perfection, of any Lien hereunder), such Credit Party need not comply with (and shall be deemed to have satisfied) such requirements of this Agreement.
Without limiting the foregoing:
(a) any covenant hereunder requiring (or any representation or warranty hereunder to the extent that it would have
the effect of requiring) the delivery of possession or control to the Administrative Agent of Control Collateral that is SkyMiles Collateral shall be deemed to
have been satisfied (or such representation and warranty shall be deemed to be true) if such possession or control shall have been delivered to SkyMiles Agent
as provided in the Post-Petition Skymiles Facility Documents (as used herein, “Control Collateral” shall mean any Collateral (including, without limitation,
any Collateral consisting of any Deposit Account, Investment Property, Letter-of-Credit Rights, electronic chattel paper or money) as to which a Lien therein
may be perfected through possession or other control by any secured party or any agent therefor);
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