Delta Airlines 2012 Annual Report Download - page 297

(1) they may freely seek and obtain relief: (A) granting a junior Lien co-extensive in all respects
with, but subordinated (as set forth in Section 2.3) to, all Liens granted in such Insolvency or Liquidation Proceeding
to, or for the benefit of, any Priority Lien Representative and the holders of Priority Lien Obligations; or (B) in
connection with the confirmation of any plan of reorganization or similar dispositive restructuring plan; and
(2) they may freely seek and obtain any relief upon a motion for adequate protection (or any
comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien
Obligations.
SECTION 2.9 Collateral Shared Equally and Ratably within Class . The parties to this Agreement agree that
the payment and satisfaction of all of the Secured Debt Obligations within each Class will be secured equally and ratably by
the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties belonging to such Class. It is
understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among Secured Parties belonging to
different Classes as provided in Section 2.3.
SECTION 2.10 Equal and Ratable Sharing of Collateral by Holders of Priority Lien Obligations . The Collateral
Trustee and each Priority Lien Representative (on behalf of each holder of Priority Lien Obligations) agree that,
notwithstanding:
(a) anything to the contrary contained in the Security Documents;
(b) the time of incurrence of any Priority Lien Obligations;
(c) the order or method of attachment or perfection of any Liens securing any Priority Lien Obligations;
(d) the time or order of filing of financing statements or other documents filed or recorded to perfect any
Lien upon any Collateral;
(e) the time of taking possession or control over any Collateral;
(f) that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable
subordination or otherwise, to any other Lien; or
(g) the rules for determining priority under any law governing relative priorities of Liens,
(1) all Priority Liens granted at any time by any Grantor will secure, equally and ratably, all current and future Priority Lien
Obligations, and (2) all proceeds of all Priority Liens granted at any time by any Grantor will be allocated and distributed
equally and ratably on account of the Priority Lien Debt and all other Priority Lien Obligations in accordance with this
Agreement.
This Section 2.10 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each current
and future holder of Priority Lien Obligations, each current and future Priority Lien Representative, and the Collateral
Trustee as holder of Priority Liens.
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