Delta Airlines 2012 Annual Report Download - page 292

(3) no monetary obligation (other than indemnification and other contingent obligations not then due and
payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “
Discharge of Priority Lien Obligations ”), mutatis mutandis
, is outstanding and payable under this Agreement to the
Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and
(4)
Delta delivers to the Collateral Trustee an Officers' Certificate stating that all Junior Liens of the
Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and
that the Grantors are not required by any Junior Lien Document to grant any Junior Lien upon any property,
then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are
enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity)
will remain enforceable in accordance with their terms.
The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral
Trustee subject to the further agreements herein.
SECTION 2.3 Priority of Liens . Notwithstanding anything else contained herein or in any other Security
Document, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens
securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Priority Lien Obligations granted
on the Collateral and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt
or Junior Lien Debt or any other applicable law or the Junior Lien Documents or any defect or deficiencies in, or failure to
perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority
Lien Obligations or any other circumstance whatsoever, it is the intent of the parties that, and the parties hereby agree that:
(1) this Agreement and the other Security Documents create two separate and distinct Trust
Estates and Liens: (A) the Senior Trust Estate and Priority Lien securing the payment and performance of the
Priority Lien Obligations; and (B) the Junior Trust Estate and Junior Lien securing the payment and performance of
the Junior Lien Obligations; and
(2) the Liens securing the Junior Lien Obligations are subject and subordinate to the Liens
securing the Priority Lien Obligations in accordance with Section 2.12.
SECTION 2.4 Restrictions on Enforcement of Junior Liens .
(a) Until the Discharge of Priority Lien Obligations, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against Delta or any other Grantor, the holders of Priority Lien Obligations will have, subject to the
exceptions set forth below in clauses (1) through (3), the exclusive right to authorize and direct the Collateral Trustee with
respect to the Security Documents and the Collateral including, without limitation, the exclusive right to authorize or direct
the Collateral Trustee to enforce, collect or realize on any
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