Delta Airlines 2012 Annual Report Download - page 254

Section 9. The Collateral Trustee .
(i) It is expressly understood and agreed by the parties hereto and each Priority Lien Secured Party, by
accepting the benefits of this Agreement, acknowledges and agrees that the obligations of the Collateral Trustee as holder of
the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only
those expressly set forth in this Agreement. The Collateral Trustee shall act hereunder on the terms and conditions set forth
in the Collateral Trust Agreement.
(ii)
The powers conferred on the Collateral Trustee hereunder are solely to protect their interest and the interests of
the Priority Lien Secured Parties in the Collateral and shall not impose any duty upon them to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by the
Collateral Trustee hereunder or as otherwise provided for under the Collateral Trust Agreement or the UCC, the Collateral
Trustee shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Collateral, whether or not the Collateral Trustee has or has been or are deemed
to have knowledge of such matters.
Section 10. Events of Default, Remedies :
A. Remedies: Obtaining the Collateral Upon Event of Default . If any Event of Default shall have occurred and be
continuing, then and in every such case, the Collateral Trustee may, at any time or from time to time during such Event of
Default:
(i) Declare the entire right, title and interest of the Pledgors in and to the Collateral vested, subject to any
binding and enforceable requirements imposed by Title 14, Title 49, other applicable law and the DOT (and, in the
case of Pacific Route Gate Leaseholds, the requirements imposed by the applicable Governmental Authorities and/or
Airport Authorities), in which event such rights, title and interest shall immediately vest in the Collateral Trustee, in
which case each Pledgor agrees to execute and deliver such deeds of conveyance, assignments and other documents
or instruments (including any notices or applications to the DOT, FAA, applicable Pacific Route Foreign Aviation
Authorities, Governmental Authorities or Airport Authorities having jurisdiction over any such Pacific Route or the
use thereof) as shall be requested by the Collateral Trustee in order to effectuate the transfer of such Collateral,
together with copies of the certificates or orders issued by the DOT and the Pacific Route Foreign Aviation
Authorities representing same and any other rights of the Pledgors with respect thereto, to any designee or designees
selected by the Collateral Trustee and approved by the DOT and, to the extent necessary, by any Pacific Route
Foreign Aviation Authorities; it being understood that each Pledgor's obligation to deliver such Collateral and such
documents and instruments with respect thereto is of the essence of this Agreement and that, accordingly, upon
application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring
specific performance by each Pledgor of said obligations; and
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