Delta Airlines 2012 Annual Report Download - page 299

(7) the rules for determining priority under any law governing relative priorities of Liens,
all Junior Liens at any time granted by Delta or any Guarantor will be subject and subordinate to all Priority Liens securing
Priority Lien Obligations.
(b) This Section 2.12 is intended for the benefit of, and will be enforceable as a third party beneficiary by,
each present and future holder of Priority Lien Obligations, each present and future Priority Lien Representative and the
Collateral Trustee as holder of Priority Liens. No other Person will be entitled to rely on, have the benefit of or enforce those
provisions.
(c) In addition, Section 2.12 is intended solely to set forth the relative ranking, as Liens, of the Junior Liens
as against the Priority Liens. Neither the Priority Lien Obligations nor any Junior Lien Obligations nor the exercise or
enforcement of any right or remedy for the payment or collection thereof are intended to be, or will ever be by reason of the
foregoing provision, in any respect subordinated, deferred, postponed, restricted or prejudiced.
ARTICLE 3. Obligations and powers of Collateral Trustee
SECTION 3.1 Undertaking of the Collateral Trustee .
(a) Each Secured Party acting through its Priority Lien Representative or Junior Lien Representative, as
applicable, hereby appoints the Collateral Trustee to serve as Collateral Trustee hereunder on the terms and conditions set
forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will, as collateral trustee, for the
benefit solely and exclusively of the present and future Secured Parties:
(1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all
Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Security Documents
and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant
to or in connection with the Security Documents;
(2) take all lawful and commercially reasonable actions permitted under the Security Documents
that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such
interests, rights, powers and remedies;
(3) deliver and receive notices pursuant to the Security Documents;
(4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or
otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed
beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and
its other interests, rights, powers and remedies;
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