Delta Airlines 2012 Annual Report Download - page 257

(b) It is understood that the Pledgors shall remain liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the aggregate amount of the outstanding Priority Lien Obligations.
Section 12. No Waiver; Discontinuance of Proceeding .
(a) Each and every right, power and remedy hereby specifically given to the Collateral Trustee or otherwise in this
Agreement shall be cumulative and shall be in addition to every other right, power and remedy specifically given under this
Agreement or the other Priority Lien Documents now or hereafter existing at law, in equity or by statute and each and every
right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or
simultaneously and as often and in such order as may be deemed expedient by the Collateral Trustee. All such rights, powers
and remedies shall be cumulative and the exercise or the beginning of the exercise of one shall not be deemed a waiver of
the right to exercise any other or others. No delay or omission of the Collateral Trustee in the exercise of any such right,
power or remedy and no renewal or extension of any of the Priority Lien Obligations shall impair any such right, power or
remedy or shall be construed to be a waiver of any default or Event of Default or an acquiescence therein. No notice to or
demand on the Pledgors in any case shall entitle it to any other or further notice or demand in similar or other circumstances
or constitute a waiver of any of the rights of the Collateral Trustee to any other or further action in any circumstances
without notice or demand. In the event that the Collateral Trustee shall bring any suit to enforce any of its rights hereunder
and shall be entitled to judgment, then in such suit the Collateral Trustee may recover reasonable expenses, including
attorneys' fees, and the amounts thereof shall be included in such judgment.
(b) In the event the Collateral Trustee shall have instituted any proceeding to enforce any right, power or remedy
under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Collateral Trustee, then and in every such case
each Pledgor, the Collateral Trustee and each holder of any of the Priority Lien Obligations shall to the extent permitted by
applicable law be restored to their respective former positions and rights hereunder with respect to the Collateral, and all
rights, remedies and powers of the Collateral Trustee and the Priority Lien Secured Parties shall continue as if no such
proceeding had been instituted.
Section 13. Indemnification .
(a) Each Pledgor agrees to indemnify, reimburse and hold the Collateral Trustee and its respective successors,
permitted assigns, employees, agents and servants (hereinafter in this Section 13 referred to individually as
“ Indemnitee ,”
and collectively as “ Indemnitees ”) harmless from any and all liabilities, obligations, damages, injuries, penalties, claims,
demands, actions, suits, judgments and any and all reasonable related costs, expenses or disbursements (including
reasonable attorneys' fees and expenses) (for the purposes of this Section 13 the foregoing are collectively called
“expenses”) of whatsoever kind and nature imposed on, asserted against or incurred by any of the Indemnitees in any way
relating to or arising out of this Agreement, any other Priority Lien Document or any other document executed in connection
herewith or
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