Delta Airlines 2012 Annual Report Download - page 315

consent of or notice to any holder of Junior Lien Obligations or agent thereof and without any action by any Grantor or any
holder of Junior Lien Obligations or agent thereof.
(c) The Collateral Trustee will not enter into any amendment or supplement unless it has received an
Officers' Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant
contained in any of the Secured Debt Documents. Prior to executing any amendment or supplement pursuant to this Section
7.1, the Collateral Trustee will be entitled to receive an opinion of counsel of Delta to the effect that the execution of such
document is authorized or permitted hereunder, and with respect to amendments adding Collateral, an opinion of counsel of
Delta addressing customary creation and perfection, and if such additional Collateral consists of equity interests of any
Person, priority matters with respect to such additional Collateral (which opinion may be subject to customary assumptions
and qualifications).
(d) Any amendment or supplement to the provisions of the Security Documents that releases Collateral will
be effective only in accordance with the requirements set forth in the applicable Secured Debt Document referenced above
under Section 4.1 of this Agreement.
(e) The holders of Junior Lien Obligations and the Junior Lien Representatives agree that each Security
Document that secures Junior Lien Obligations (but not also securing Priority Lien Obligations) will include the following
language:
“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Trustee
pursuant to this Agreement and the exercise of any right or remedy by such Collateral Trustee hereunder are subject to the
provisions of the Collateral Trust Agreement, dated as of October 18, 2012, among Delta Air Lines, Inc., the Grantors from
time to time party thereto, Barclays Bank PLC, as Administrative Agent under the Credit Agreement (as defined therein),
each other Secured Debt Representative from time to time party thereto and Wilmington Trust, National Association, as
Collateral Trustee (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time,
the “ Collateral Trust Agreement ”). In the event of any conflict between the terms of the Collateral Trust Agreement and
this Agreement, the terms of the Collateral Trust Agreement will govern.”
; provided, however , that if the jurisdiction in which any such Junior Lien Document will be filed prohibits the inclusion of
the language above or would prevent a document containing such language from being recorded, the Junior Lien
Representatives and the Priority Lien Representatives agree, prior to such Junior Lien Document being entered into, to
negotiate in good faith replacement language stating that the lien and security interest granted under such Junior Lien
Document is subject to the provisions of this Agreement.
SECTION 7.2 Voting .
In connection with any matter under this Agreement requiring a vote of holders of Secured Debt, each Series of
Secured Debt will cast its votes in accordance with the Secured Debt Documents governing such Series of Secured Debt.
Hedging Obligations will not be considered for purposes of voting by holders of Priority Lien Debt under this Agreement
unless
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