Delta Airlines 2006 Annual Report Download - page 164

(c) Borrower on behalf of each Credit Party shall deliver to the Administrative Agent, in form and substance reasonably
satisfactory to the Administrative Agent, with respect to the insurance policies listed on Part 2 of Disclosure Schedule 3.17, endorsements to (i) all “All Risk”
property and business interruption insurance naming the Administrative Agent for the benefit of Secured Parties, as lender loss payee as its interests may
appear; provided, that, with respect to business interruption insurance only, so long as no Event of Default has occurred or is continuing, the Administrative
Agent shall promptly release to Borrower any insurance proceeds received in connection with such business interruption insurance, and (ii) all general
liability and other liability policies naming the Administrative Agent for the benefit of Secured Parties, as an additional insured as its interests may appear.
Borrower on behalf of each Credit Party irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents
designated by the Administrative Agent), so long as the anticipated insurance proceeds exceed $5,000,000, as Borrower’s and each Credit Party’s true and
lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such “All Risk” property policies of insurance, endorsing the
name of Borrower or such Credit Party on any check or other item of payment for the proceeds of such “All Risk” property policies of insurance and for
making all determinations and decisions with respect to such “All Risk” property policies of insurance. The Administrative Agent shall have no duty to
exercise any rights or powers granted to them pursuant to the foregoing power-of-attorney. Borrower shall promptly notify the Administrative Agent of any
loss, damage, or destruction to the Collateral in the amount of $1,000,000 or more, whether or not covered by insurance.All Net Cash Proceeds from
insurance required under the Loan Documents shall be applied in accordance with Section 1.2.
(d) Notwithstanding the foregoing, subject to the Final Order, where casualty or condemnation proceeds are required to be applied
to the repair or restoration of the affected property, which does not constitute Collateral included in the Term A Borrowing Base, or to be delivered to a third
party or deposited in an escrow or similar account, by the express terms of any lease, usufruct, use agreement or other occupancy or facility agreement to
which Borrower or any Credit Party is a party and that either (i) constitutes a Lien permitted hereunder having priority over the Administrative Agent’s Liens,
for the benefit of Secured Parties or (ii) affects leased real estate or usufruct or pursuant to the express terms of documents entered into in connection with
ARB Indebtedness, either existing as of the Closing Date or permitted under this Agreement, then the Administrative Agent’s rights under this Agreement
with respect to any casualty or condemnation proceeds or insurance policies required to be maintained under any such lease, usufruct, use agreement or other
occupancy or facility agreement or other document entered into in connection with such ARB Indebtedness to which Borrower or any Credit Party is a party
shall be subject to the terms and conditions of such agreement, including without limitation the settlement of claims, the repair and restoration obligations of
Borrower or any Credit Party and the delivery or deposit of any casualty or condemnation proceeds for repair or restoration.
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