Delta Airlines 2006 Annual Report Download - page 196

(b) Each Credit Party hereby irrevocably authorizes the Administrative Agent at any time and from time to time
to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the
Collateral (i) as all assets of such Credit Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the
scope of Article 9 of the Code in such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information
required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such
Credit Party is an organization, the type of organization and any organization identification number issued to such Credit Party, and (ii) in the case of a
financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Credit Party agrees to furnish any
such information to the Administrative Agent promptly upon request. Each Credit Party also ratifies its authorization for the Administrative Agent to have
filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
(c) Notwithstanding subsections (a) and (b) of this Section 10.2, or any failure on the part of any Credit Party or
the Administrative Agent to take any of the actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid,
enforceable and perfected by entry of the Final Order. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction
or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests granted by or pursuant to this Agreement
or the Final Order.
10.3 Rights of Lender; Limitations on Lenders’ Obligations.
(a) Subject to each Credit Party’s rights and duties under the Bankruptcy Code (including section 365 of the
Bankruptcy Code), it is expressly agreed by each Credit Party that, anything herein to the contrary notwithstanding, each such Credit Party shall remain liable
under each of its Contracts and each of its Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder,
unless such Credit Party determines in its reasonable good faith judgment that such Contract or License is no longer valuable to such Credit Party’s business,
economically or otherwise. Neither the Administrative Agent nor any Secured Party shall have any obligation or liability under any Contract or License by
reason of or arising out of this Agreement or the granting herein of a Lien thereon or the receipt by Administrative Agent or any Secured Party of any
payment relating to any Contract or License pursuant hereto. Neither Administrative Agent nor any Secured Party shall be required or obligated in any
manner to perform or fulfill any of the obligations of any Credit Party under or pursuant to any Contract or License, or to make any payment, or to make any
inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or
to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or
to which it may be entitled at any time or times.
(b) Subject to Section 10.5hereof, the Administrative Agent authorizes each Credit Party to collect its Accounts,
provided that such collection is performed in accordance with such Credit Party’s customary procedures, and the Administrative Agent may, upon the
occurrence and during the continuation of any Event of Default and without notice, other than any requirement of notice provided in the Final Order, limit or
terminate said authority at any time.
(c) Subject to any requirement of notice provided in the Final Order, the Administrative Agent may at any time
after an Event of Default has occurred and is continuing without prior notice to any Credit Party, notify Account Debtors and other Persons obligated on the
Collateral that Administrative Agent has a security interest therein, and that payments shall be made directly to Administrative Agent. Subject to any
requirement of notice provided in the Final Order, upon the reasonable request of Administrative Agent, each Credit Party shall so notify Account Debtors
and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the
affected Credit Party shall not give any contrary instructions to such Account Debtor or other Person without Administrative Agent’s prior written consent.
Subject to any requirement of notice provided in the Final Order, upon the occurrence and during the continuation of an Event of Default, the Administrative
Agent may in its own name, or in the name of others, communicate with such parties to such Accounts, Contracts, Instruments, Investment Property and
Chattel Paper to verify with such Persons to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any such Accounts,
Contracts, Instruments, Investment Property or Chattel Paper.
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