date of payment in full of the Obligations, including specifically Obligations
arising under clause (b) of this Section. The indemnification provisions set
forth above shall be in addition to any liability the Borrower may otherwise
have. Without prejudice to the survival of any other obligation of the Borrower
hereunder the indemnities and obligations of the Borrower contained in this
Section shall survive the payment in full of the other Obligations.
SECTION 10.13
CAPTIONS. THE CAPTIONS OR HEADINGS HEREIN AND ANY TABLE OF
CONTENTS HERETO ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE, LIMIT OR DESCRIBE
THE SCOPE OR INTENT OF ANY PROVISION OF THIS AGREEMENT.
SECTION 10.14
ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE BORROWER, THE
GUARANTORS, THE AGENT AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND THEREOF. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
RELATING TO THE SUBJECT MATTER HEREOF. NOTHING CONTAINED IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY
PERSONS OTHER THAN THE PARTIES HERETO ANY RIGHTS, REMEDIES, OBLIGATIONS OR
LIABILITIES HEREUNDER OR THEREUNDER, EXCEPT AS EXPRESSLY PROVIDED HEREIN OR
THEREIN.
SECTION 10.15
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT, AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING
ANY SUCH COUNTERPART.
SECTION 10.16
BORROWER AND GUARANTOR ACKNOWLEDGMENTS.
THE BORROWER AND EACH OF
THE GUARANTORS HEREBY ACKNOWLEDGES THAT (A) IT HAS BEEN ADVISED BY COUNSEL IN
THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, (B) NEITHER THE AGENT NOR ANY OTHER SECURED CREDITOR HAS ANY
FIDUCIARY RELATIONSHIP TO THE BORROWER, THE RELATIONSHIP BEING SOLELY THAT OF
DEBTOR AND CREDITOR, (C) NO JOINT VENTURE EXISTS BETWEEN THE BORROWER OR THE
GUARANTORS AND ANY OF THE SECURED CREDITORS, AND (D) NONE OF THE SECURED
CREDITORS UNDERTAKES ANY RESPONSIBILITY TO THE BORROWER OR ANY OF THE GUARANTORS
TO REVIEW OR INFORM SUCH PERSON OF ANY MATTER IN CONNECTION WITH ANY PHASE OF
THE BUSINESS OR OPERATIONS OF SUCH PERSON, AND EACH SUCH PERSON SHALL RELY
ENTIRELY UPON ITS OWN JUDGMENT WITH RESPECT TO ITS BUSINESS, AND ANY REVIEW,
INSPECTION OR SUPERVISION OF, OR INFORMATION SUPPLIED TO, THE BORROWER OR ANY
GUARANTOR BY ANY OF THE SECURED CREDITORS IS FOR THE PROTECTION OF THE SECURED
CREDITORS AND NEITHER THE BORROWER NOR ANY GUARANTOR OR THIRD PARTY IS ENTITLED
TO RELY THEREON.
(Signature pages follow)
88
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
NORTHWEST AIRLINES, INC.
By:
/s/ Daniel B. Matthews
Name:
Daniel B. Matthews
Title:
Sr. Vice President & Treasurer
Address:
2700 Lone Oak Parkway
Eagan, Minnesota 55121
Fax: (612) 726-7123
Attention: President
NORTHWEST AIRLINES CORPORATION
By:
/s/ Daniel B. Matthews
Name: Daniel B. Matthews
Title: Sr. Vice President & Treasurer
Address:
2700 Lone Oak Parkway
Eagan, Minnesota 55121
Fax: (612) 726-7123