Delta Airlines 2012 Annual Report Download - page 264

shall (i) remain in full force and effect until the Discharge of Priority Lien Obligations, (ii) be binding upon each Pledgor, its
successors and assigns ( provided
that the Pledgors may not transfer or assign any or all of its rights or obligations hereunder
without the prior written consent of the Collateral Trustee), and (iii) inure, together with the rights and remedies of the
Collateral Trustee hereunder, to the benefit of the Collateral Trustee and each other Priority Lien Secured Party and each of
their respective successors, transferees and assigns; no other persons (including, without limitation, any other creditor of the
Pledgors) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the
foregoing clause (iii) and subject to the provisions of the applicable Priority Lien Documents, any Priority Lien Secured
Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person or entity,
and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to such Priority
Lien Secured Party herein or otherwise, subject, however, to the provisions of the applicable Priority Lien Documents.
Section 19. Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
Section 20. Consent to Jurisdiction and Service of Process . All judicial proceedings brought against the Pledgors
with respect to this Agreement shall be brought in any state or federal court of competent jurisdiction in the State of New
York and by execution and delivery of this Agreement, each Pledgor accepts for itself and in connection with its properties,
generally and unconditionally, the exclusive jurisdiction and venue of the aforesaid courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 17. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of the Collateral Trustee to bring proceedings against
the Pledgor in the courts of any other jurisdiction.
Section 21. Security Interest Absolute . The obligations of each Pledgor hereunder shall remain in full force and
effect without regard to, and shall not be impaired by (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of the Pledgors, except to the extent that the enforceability thereof may be
limited by any such event; (b) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or
in respect of this Agreement or any other Priority Lien Documents, except as specifically set forth in a waiver granted
pursuant to Section 14; (c) any amendment to or modification of any Priority Lien Document or any security for any of the
Priority Lien Obligations, whether or not the Pledgors shall have notice or knowledge of any of the foregoing, except as
specifically set forth in an amendment or modification executed pursuant to Section 14; (d) any lack of validity or
enforceability of the Priority Lien; or (e) any other circumstances which might otherwise constitute a defense available to, or
a discharge of, each Pledgor.
Section 22. Severability of Provisions . Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
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