Delta Airlines 2012 Annual Report Download - page 298

SECTION 2.11 Equal and Ratable Sharing of Collateral by Holders of Junior Lien Obligations . The Collateral
Trustee and each Junior Lien Representative (on behalf of each holder of Junior Lien Obligations) agree that,
notwithstanding:
(a) anything to the contrary contained in the Security Documents;
(b) the time of incurrence of any Junior Lien Obligations;
(c) the order or method of attachment or perfection of any Liens securing any Junior 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 Junior 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 Junior Liens granted at any time by any Grantor will secure, equally and ratably, all current and future Junior Lien
Obligations and (2) all proceeds of all Junior Liens granted at any time by any Grantor will be allocated and distributed
equally and ratably on account of the Junior Lien Debt and all other Junior Lien Obligations in accordance with this
Agreement.
This Section 2.11 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each current
and future holder of Junior Lien Obligations, each current and future Junior Lien Representative, and the Collateral Trustee
as holder of Junior Liens.
SECTION 2.12 Ranking of Junior Liens .
(a) The parties to this Agreement agree that, notwithstanding:
(1) anything to the contrary contained in the Security Documents;
(2) the time of incurrence of any Secured Debt Obligations;
(3) the order or method of attachment or perfection of any Liens securing any Secured Debt
Obligations;
(4) the time or order of filing of financing statements or other documents filed to perfect any Lien
upon any Collateral;
(5) the time of taking possession or control over any Collateral;
(6) 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
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