Delta Airlines 2006 Annual Report Download - page 139

(iii) upon a Property Loss Event involving any Aircraft or Engines, Borrower shall comply with the applicable notice
provisions and requirements for Replacement Aircraft or Replacement Engines as set forth in the Aircraft Mortgage; and
(iv) upon a Property Loss Event involving any Real Estate subject to a Mortgage, Borrower shall comply with the
applicable provisions and requirements set forth in such Mortgage.
(d) No Implied Consent. Nothing in this Section 1.2shall be construed to constitute the Administrative Agent’s or Lender’s consent
to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.
1.3 Priority and Application of Payments.
So long as no Event of Default has occurred and is continuing, payments matching specific scheduled or required payments then due
shall be applied to those scheduled or required payments. As to any other payment and as to all payments made when an Event of Default has occurred and is
continuing or following the Maturity Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on
behalf of Borrower, and Borrower and each Secured Party hereby irrevocably agrees that the Administrative Agent shall have the continuing exclusive right to
apply any and all such payments against the Obligations as follows: first, to Fees and reimbursable expenses of the Administrative Agent then due and
payable pursuant to any of the Loan Documents; second, to Fees and reimbursable expenses of Term A Lenders and Letter of Credit Obligations of L/C
Issuers then due and payable pursuant to any of the Loan Documents; third, to interest then due and payable on the Term Loan A; fourth, to prepay the
remaining principal amount of the Term Loan A, until the Term Loan A shall have been paid in full; fifth, to all other Obligations then due and payable to the
Term A Lenders; sixth, to Fees and reimbursable expenses of Term B Lenders then due and payable pursuant to any of the Loan Documents; seventh, to
interest then due and payable on the Term Loan B; eighth, to prepay the remaining principal amount of the Term Loan B, until the Term Loan B shall have
been paid in full; ninth, to all other Obligations then due and payable to the Term B Lenders; tenth, to Fees and reimbursable expenses of Term C Lenders
then due and payable pursuant to any of the Loan Documents; eleventh, to interest then due and payable on the Term Loan C; twelfth, to prepay the remaining
principal amount of the Term Loan C, until the Term Loan C shall have been paid in full; and last, to all other Obligations then due and payable to the Term C
Lenders. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its
Pro Rata Share. Notwithstanding anything herein to the contrary, no Credit Party shall be obligated to make any payment to any Secured Party under any
Loan Document from the proceeds of Skymiles Collateral at any time after the delivery to Borrower of a Notice of Actionable Default and until the
withdrawal of all pending Notices of Actionable Default except as and to the extent set forth in the Skymiles Intercreditor Agreement.
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