Delta Airlines 2012 Annual Report Download - page 307

received an Officers' Certificate described in clause (1) above, which Officers' Certificate certifies that such release
is permitted by Section 4.1(a) and the respective Secured Debt Documents governing the Secured Debt Obligations
the holders of which such Secured Debt Representative represents;
then the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are required) and deliver to
Delta or other applicable Grantor such documents evidencing the release of the Collateral Trustee's Liens on the applicable
Collateral as Delta shall reasonably request on or before the fifth Business Day after the date of receipt (or deemed receipt)
of the items required by this Section 4.1(b) by the Collateral Trustee.
(c) The Collateral Trustee hereby agrees that:
(1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale,
transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of
the applicable release, then, at the written request of and at the expense of Delta or other applicable Grantor, the
Collateral Trustee will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver
the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the
release; and
(2) at any time when a Secured Debt Default under a Series of Secured Debt that constitutes Junior
Lien Debt has occurred and is continuing, within two Business Days of the receipt by it of any Act of Required
Debtholders pursuant to Section 4.1(a)(3), the Collateral Trustee will deliver a copy of such Act of Required
Debtholders to each Secured Debt Representative.
(d) The Collateral Trustee hereby further agrees that:
(1) if any Priority Lien Representative notifies the Collateral Trustee that it requests Delta or any
other Grantor to make any necessary filings, registrations and recordings to create, preserve, protect and perfect the
security interests granted by such Grantor to the Collateral Trustee for the benefit of the applicable Priority Lien
Secured Parties under the Security Documents in respect of the Collateral, the Collateral Trustee shall promptly
notify Delta thereof and direct Delta or such other Grantor to take all such actions requested by such Priority Lien
Representative; and
(2) upon receipt by the Collateral Trustee of any notice delivered by Delta or any other Grantor
under the Security Documents, the Collateral Trustee shall promptly forward a copy of such notice to each Priority
Lien Representative.
(e) Each Secured Debt Representative hereby agrees that:
(1)
as soon as reasonably practicable after receipt of an Officers' Certificate from Delta pursuant to
Section 4.1(b)(1), it will, to the extent required by such Section, either provide to the Collateral Trustee (A) the
written acknowledgment of receipt of such Officers' Certificate required by Section 4.1(b)(3) or (B) a written
statement that such release is not permitted by Section 4.1(a); provided that the failure of
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