Delta Airlines 2012 Annual Report Download - page 294

Priority Lien Obligations or any other exercise by the Collateral Trustee, any Priority Lien Representative or any
holder of Priority Lien Obligations of any rights and remedies relating to the Collateral under the Priority Lien
Documents or otherwise, or object to the time or manner in which the Collateral Trustee, any Priority Lien
Representative or any holder of Priority Lien Obligations seeks to enforce the Priority Lien Obligations or the
Priority Liens; or
(9) challenge the validity, enforceability, perfection or priority of the Priority Liens.
Notwithstanding the foregoing or anything else herein, both prior to and after the commencement of an Insolvency or
Liquidation Proceeding, the Junior Lien Representatives and the holders of Junior Lien Obligations may take any actions
and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the
commencement of an Insolvency or Liquidation Proceeding against any Grantor in accordance with applicable law;
provided
that, each holder of Junior Lien Obligations and each Junior Lien Representative agrees not to take any of the
actions prohibited under clauses (1) through (6) of this Section 2.4(b) or oppose or contest any order that it has agreed not to
oppose or contest under Section 2.8; provided , further , that any judgment lien obtained by any holder of Junior Lien
Obligations as a result of any such action shall be subject to the subordination provisions of this Agreement to the same
extent as the Junior Liens.
(c) At any time prior to the Discharge of Priority Lien Obligations and after (a) the commencement of any
Insolvency or Liquidation Proceeding in respect of any Grantor or (b) the Collateral Trustee and each Junior Lien
Representative have received written notice from any Priority Lien Representative stating that (i) any Series of Priority Lien
Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (ii) the holders of Priority
Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to and
desire to enforce any or all of the Priority Liens by reason of a default or an event of default under such Priority Lien
Documents, no payment of money (or the equivalent of money) will be made from the proceeds of Collateral by any Grantor
to any Junior Lien Representative or any other holder of Junior Lien Obligations (including, without limitation, payments
and prepayments made for application to Junior Lien Obligations and all other payments and deposits made pursuant to any
provision of any Junior Lien Document in respect of Junior Lien Debt).
(d) All proceeds of Collateral received by any Junior Lien Representative or any holder of Junior Lien
Obligations in violation of Section 2.4(c) will be held in trust by the applicable Junior Lien Representative or the applicable
holder of Junior Lien Obligations for the account of the holders of Priority Liens and remitted to the Collateral Trustee for
distribution pursuant to the terms of this Agreement. The Junior Liens will remain attached to and, subject to Section 2.12,
enforceable against all proceeds so held or remitted.
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