Delta Airlines 2012 Annual Report Download - page 295

SECTION 2.5 Waiver of Right of Marshalling .
(a) Prior to the Discharge of Priority Lien Obligations, holders of Junior Lien Obligations and each Junior
Lien Representative may not assert or enforce any right of marshalling accorded to a junior lienholder, as against the holders
of Priority Lien Obligations (in their capacity as priority lienholders).
(b) Following the Discharge of Priority Lien Obligations, the holders of Junior Lien Obligations and any
Junior Lien Representative may assert their right under the UCC or otherwise to any proceeds remaining following a sale or
other disposition of Collateral by, or on behalf of, the holders of Priority Lien Obligations.
SECTION 2.6 Discretion in Enforcement of Priority Liens .
(a) In exercising rights and remedies with respect to the Collateral, the Priority Lien Representatives may
enforce (or refrain from enforcing) the provisions of the Priority Lien Documents and exercise (or refrain from exercising)
remedies thereunder or any such rights and remedies, all in such order and in such manner as they may determine in the
exercise of their sole and exclusive discretion, including:
(1) the exercise or forbearance from exercise of all rights and remedies in respect of the Collateral
and/or the Priority Lien Obligations;
(2) the enforcement or forbearance from enforcement of any Priority Lien in respect of the
Collateral;
(3) the exercise or forbearance from exercise of rights and powers of a holder of shares of stock
included in the Senior Trust Estate to the extent provided in the Security Documents;
(4) the acceptance of the Collateral in full or partial satisfaction of the Priority Lien Obligations; and
(5) the exercise or forbearance from exercise of all rights and remedies of a secured lender under the
UCC or any similar law of any applicable jurisdiction or in equity.
SECTION 2.7 Amendments to Priority Lien Documents and Discretion in Enforcement of Priority Lien
Obligations .
(a) Without in any way limiting the generality of Section 2.6, the holders of Priority Lien Obligations and
the Priority Lien Representatives may, at any time and from time to time, without the consent of or notice to holders of
Junior Lien Obligations or the Junior Lien Representatives, without incurring responsibility to holders of Junior Lien
Obligations and the Junior Lien Representatives and without impairing or releasing the subordination provided in this
Agreement or the obligations hereunder of holders of Junior Lien Obligations and the Junior Lien Representatives, do any
one or more of the following:
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