Delta Airlines 2012 Annual Report Download - page 301

promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Trustee may await
direction by an Act of Required Debtholders and will act, or decline to act, as directed by an Act of Required Debtholders,
in the exercise and enforcement of the Collateral Trustee's interests, rights, powers and remedies in respect of the Collateral
or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral
Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required
Debtholders. Unless it has been directed to the contrary by an Act of Required Debtholders, the Collateral Trustee in any
event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any
Secured Debt Document as it may deem advisable and in the best interest of the holders of Secured Debt Obligations.
SECTION 3.4 Application of Proceeds .
(a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any
foreclosure, collection, sale or other enforcement of Liens granted to the Collateral Trustee pursuant to the Security
Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection, sale or other enforcement
will, subject to any mandatory provision of law applicable to such Collateral or Security Document, be distributed by the
Collateral Trustee in the following order of application:
FIRST, to the payment of all amounts due and payable under this Agreement on account of the Collateral
Trustee's fees and expenses and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred
by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security
Document (including, but not limited, to indemnification payments and reimbursements);
SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt Obligations,
secured by a Permitted Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or
Obligation is required to be discharged in connection with such sale;
THIRD, equally and ratably, to the respective Priority Lien Representatives for application to the payment of
all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order
as may be provided in the applicable Priority Lien Documents in an amount sufficient to pay in full in cash all
outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all
interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including
any applicable post-default rate, specified in the applicable Priority Lien Documents, even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization
(at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount
required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of
credit constituting Priority Lien Debt);
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