Delta Airlines 2012 Annual Report Download - page 310

extent an Officers' Certificate or opinion of counsel is required or permitted under this Agreement to be delivered to the
Collateral Trustee in respect of any matter, the Collateral Trustee may rely conclusively on the Officers' Certificate or
opinion of counsel as to such matter and such Officers' Certificate or opinion of counsel shall be full warranty and protection
to the Collateral Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement and the other
Security Documents.
SECTION 5.8 Secured Debt Default
. The Collateral Trustee will not be required to inquire as to the occurrence
or absence of any Secured Debt Default and will not be affected by or required to act upon any notice or knowledge as to the
occurrence of any Secured Debt Default unless and until it is directed by an Act of Required Debtholders.
SECTION 5.9 Actions by Collateral Trustee . As to any matter not expressly provided for by this Agreement or
the other Security Documents, the Collateral Trustee will act or refrain from acting as directed by an Act of Required
Debtholders and will be fully protected if it does so, and any action taken, suffered or omitted pursuant to hereto or thereto
shall be binding on the holders of Secured Debt Obligations.
SECTION 5.10 Security or Indemnity in favor of the Collateral Trustee . The Collateral Trustee will not be
required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the
exercise of its powers or rights hereunder unless it has been provided with security or indemnity reasonably satisfactory to it
against any and all liability or expense which may be incurred by it by reason of taking or continuing to take such action.
SECTION 5.11 Rights of the Collateral Trustee
. In the event of any conflict between any terms and provisions set
forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall
supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good
faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse
claims being made in connection with Collateral held by the Collateral Trustee and the terms of this Agreement or any of the
other Security Documents do not unambiguously mandate the action the Collateral Trustee is to take or not to take in
connection therewith under the circumstances then existing, or the Collateral Trustee is in doubt as to what action it is
required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any
action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties
hereto entitled to give such direction or by order of a court of competent jurisdiction.
SECTION 5.12 Limitations on Duty of Collateral Trustee in Respect of Collateral .
(a) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral
Trustee will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or
bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the
Collateral Trustee will not be responsible for filing any financing or continuation statements or recording any documents or
instruments in any public office at any time or times or otherwise
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