Delta Airlines 2012 Annual Report Download - page 216

a Lender or any other Secured Party to any security held for payment of the Obligations or to any balance of any deposit, account or
credit on the books of the Administrative Agent, the Collateral Trustee or a Lender or any other Secured Party in favor of the Borrower
or any other Guarantor, or to any other Person.
(d) To the extent permitted by applicable law, each of the Guarantors hereby waives any defense that it might
have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances
affecting the ability of the Borrower to perform under this Agreement.
(e) To the extent permitted by applicable law, each Guarantor's guaranty shall not be affected by the
genuineness, validity, regularity or enforceability of the Obligations or any other instrument evidencing any Obligations, or by the
existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the
Obligations which might otherwise constitute a defense to this guaranty (other than payment in full in cash of the Obligations in
accordance with the terms of this Agreement (other than those that constitute unasserted contingent indemnification obligations)). None
of the Administrative Agent, the Collateral Trustee, nor any of the Lenders or any other Secured Party makes any representation or
warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the
management and maintenance of the Obligations.
Upon the occurrence of the Obligations becoming due and payable (by acceleration or otherwise), the Lenders and the
other Secured Parties shall be entitled to immediate payment of such Obligations by the Guarantors upon written demand by the
Administrative Agent.
SECTION 9.02. No Impairment of Guaranty . To the extent permitted by applicable law, the obligations of the
Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without
limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations. To the
extent permitted by applicable law, without limiting the generality of the foregoing, the obligations of the Guarantors hereunder shall
not be discharged or impaired or otherwise affected by the failure of the Administrative Agent, the Collateral Trustee or a Lender or any
other Secured Party to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any
waiver or modification of any provision hereof or thereof, by any default, failure or delay, willful or otherwise, in the performance of
the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to
any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law.
SECTION 9.03. Continuation and Reinstatement, etc .Each Guarantor further agrees that its guaranty hereunder
shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by the Administrative Agent, the Issuing Lenders, any Lender or any other Secured Party upon
the bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise.
SECTION 9.04. Subrogation . Upon payment by any Guarantor of any sums to the Administrative Agent, the
Collateral Trustee or a Lender or any other Secured Party pursuant to this Article 9, all rights of such Guarantor against the Borrower
arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment
to the prior payment in full of all the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of
reorganization of an obligor whether or not post filing interest is allowed in such pro-
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