Delta Airlines 2012 Annual Report Download - page 296

(1) change the manner, place or terms of payment or extend the time of payment of, or renew or
alter, the Priority Lien Obligations, or otherwise amend or supplement in any manner the Priority Lien Obligations,
or any instrument evidencing the Priority Lien Obligations or any agreement under which the Priority Lien
Obligations are outstanding including, without limitation increasing the principal amount thereof and/or the
applicable margin or similar component of interest rate;
(2) release any Person or entity liable in any manner for the collection of the Priority Lien
Obligations;
(3) release the Priority Lien on any Collateral; and
(4) exercise or refrain from exercising any rights against any Grantor.
SECTION 2.8 Insolvency or Liquidation Proceedings .
(a) If in any Insolvency or Liquidation Proceeding and prior to the Discharge of Priority Lien Obligations,
the holders of Priority Lien Obligations by an Act of Required Debtholders consent to any order:
(1) for use of cash collateral;
(2) approving a debtor-in-
possession financing secured by a Lien that is senior to or on a parity with
all Priority Liens upon any property of the estate in such Insolvency or Liquidation Proceeding;
(3) granting any relief on account of Priority Lien Obligations as adequate protection (or its
equivalent) for the benefit of the holders of Priority Lien Obligations in the Collateral subject to Priority Liens; or
(4) relating to a sale of Collateral of any Grantor that provides, to the extent the Collateral sold is to
be free and clear of Liens, that all Priority Liens and Junior Liens will attach to the proceeds of the sale;
then, the holders of Junior Lien Obligations, in their capacity as holders of claims secured by the Collateral, and each Junior
Lien Representative will not oppose or otherwise contest the entry of such order, so long as a majority of the holders of
Priority Lien Obligations or any Priority Lien Representative does not in any respect oppose or otherwise contest any
request made by the holders of Junior Lien Obligations or a Junior Lien Representative for the grant to the Collateral
Trustee, for the benefit of the holders of Junior Lien Obligations, of a junior Lien upon any property on which a Lien is (or
is to be) granted under such order to secure the Priority Lien Obligations, co-extensive in all respects with, but subordinated
(as set forth in Section 2.3) to, such Lien and all Priority Liens on such property.
(b) The holders of Junior Lien Obligations and Junior Lien Representatives will not file or prosecute in any
Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon
their interest in the Collateral under the Junior Liens, except that:
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