Delta Airlines 2012 Annual Report Download - page 302

FOURTH, equally and ratably, to the respective Junior Lien Representatives for application to the payment
of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are then due and payable in such order
as may be provided in the applicable Junior Lien Documents in an amount sufficient to pay in full in cash all
outstanding Junior Lien Debt and all other Junior 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 Junior 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 Junior Lien Document) of all outstanding letters of
credit, if any, constituting Junior Lien Debt); and
FIFTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses
will be paid to the applicable Grantor, as the case may be, its successors or assigns, or as a court of competent
jurisdiction may direct.
(b) If any Junior Lien Representative or any holder of a Junior Lien Obligation collects or receives any
proceeds of such foreclosure, collection or other enforcement that should have been applied to the payment of the Priority
Lien Obligations in accordance with Section 3.4(a) above, whether prior to or after the commencement of an Insolvency or
Liquidation Proceeding or otherwise, such Junior Lien Representative or such holder of a Junior Lien Obligation, as the case
may be, will forthwith deliver the same to the Collateral Trustee, for the account of the holders of the Priority Lien
Obligations, to be applied in accordance with Section 3.4(a). Until so delivered, such proceeds will be held in trust by that
Junior Lien Representative or that holder of a Junior Lien Obligation, as the case may be, for the benefit of the holders of the
Priority Lien Obligations.
(c) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by,
each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the
Collateral Trustee as holder of Secured Debt Liens. The Secured Debt Representative of each future Series of Secured Debt
will be required to deliver a Lien Sharing and Priority Confirmation as provided in Section 3.8 at the time of incurrence of
such Series of Secured Debt.
(d) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed
by an Act of Required Debtholders, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application
of the proceeds thereof.
(e) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee
may conclusively rely upon information supplied by the relevant Priority Lien Representative as to the amounts of unpaid
principal and interest and other amounts outstanding with respect to its respective Priority Lien Debt and any other Priority
Lien Obligations and information supplied by the relevant Junior Lien Representative as to the amounts of unpaid principal
and interest and other amounts outstanding with respect to its respective Junior Lien Debt and any other Junior Lien
Obligations, and the Collateral Trustee
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