Delta Airlines 2012 Annual Report Download - page 291

(2) the Collateral Trustee holds no other property in trust as part of the Senior Trust Estate;
(3)
no monetary obligation (other than indemnification and other contingent obligations not then due and
payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “
Discharge of Priority Lien Obligations ”) is outstanding and payable under this Agreement to the Collateral Trustee
or any of its co-trustees or agents (whether in an individual or representative capacity); and
(4) Delta delivers to the Collateral Trustee an Officers' Certificate stating that all Priority Liens of the
Collateral Trustee have been released in compliance with all applicable provisions of the Priority Lien Documents
and that the Grantors are not required by any Priority Lien Document to grant any Priority Lien upon any property,
then the senior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are
enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity)
will remain enforceable in accordance with their terms.
The parties further declare and covenant that the Senior Trust Estate will be held and distributed by the Collateral
Trustee subject to the further agreements herein.
SECTION 2.2 Declaration of Junior Trust .
To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual
agreements set forth herein, each of the Grantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby
accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Lien
Obligations, all of such Grantor's right, title and interest in, to and under all Collateral granted to the Collateral Trustee
under any Security Document for the benefit of the holders of Junior Lien Obligations, together with all of the Collateral
Trustee's right, title and interest in, to and under such Security Documents, and all interests, rights, powers and remedies of
the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “ Junior
Trust Estate ,” and together with the Senior Trust Estate, the “ Trust Estates ” ).
The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust
for the benefit solely and exclusively of all current and future holders of Junior Lien Obligations as security for the payment
of all current and future Junior Lien Obligations.
Notwithstanding the foregoing, if at any time:
(1)
all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1;
(2)
the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate;
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