Delta Airlines 2006 Annual Report Download - page 223

(c) any attempt to enforce any remedies of the Administrative Agent or any Lender against any or all of the Credit Parties or any
other Person that may be obligated to the Administrative Agent or any Lender by virtue of any of the Loan Documents, including any such attempt to enforce
any such remedies in the course of any work-out or restructuring of the Loans during the pendency of one or more Events of Default; provided, that in the
case of reimbursement of counsel for Lenders other than the Administrative Agent, such reimbursement shall be limited to one counsel for all such Lenders;
(d) any workout or restructuring of the Loans during the pendency of one or more Events of Default; and
(e) efforts to (i) monitor the Loans or any of the other Obligations, (ii) evaluate, observe or assess any of the Credit Parties or their
respective affairs, and (iii) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, in each case pursuant
to and in accordance with the terms of the Loan Documents;
including, as to each of clauses (a)through (e)above, all reasonable attorneys’ and other professional and service providers’ fees arising from such services
and other advice, assistance or other representation, including those in connection with any appellate proceedings, and all expenses, costs, charges and other
fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 13.3, all of which shall be
payable, on demand, by Borrower to the Administrative Agent. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may
include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals;
court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express
charges; telegram or telecopy charges; secretarial overtime charges; charges for any E-System; and expenses for travel, lodging and food paid or incurred in
connection with the performance of such legal or other advisory services.
13.4 No Waiver.
The Administrative Agent’s or any Lender’s failure, at any time or times, to require strict performance by the Credit Parties of any
provision of this Agreement or any other Loan Document shall not waive, affect or diminish any right of the Administrative Agent or such Lender thereafter
to demand strict compliance and performance herewith or therewith. Any suspension or waiver of an Event of Default shall not suspend, waive or affect any
other Event of Default whether the same is prior or subsequent thereto and whether the same or of a different type. Subject to the provisions of Section 13.2,
none of the undertakings, agreements, warranties, covenants and representations of any Credit Party contained in this Agreement or any of the other Loan
Documents and no Default or Event of Default by any Credit Party shall be deemed to have been suspended or waived by the Administrative Agent or any
Lender, unless such waiver or suspension is by an instrument in writing signed by an officer of or other authorized employee of the Administrative Agent and
the applicable required Lenders and directed to Borrower specifying such suspension or waiver.
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