Delta Airlines 2010 Annual Report Download - page 149

ARTICLE 5.
PORT /IAT LEASE; BASIC LEASE; TRANSACTION DOCUMENTS
Section 5.01. Port/IAT Lease and Basic Lease. (a) Without limiting IAT's obligations expressly stated herein, IAT shall comply with all of the material
terms, covenants, agreements, conditions and other provisions binding upon IAT under the Port/IAT Lease, subject at all times to any waivers or
modifications thereof that may be granted by the Port Authority or other relevant parties from time to time that are not inconsistent with the provisions of
Section 5.01(b), if the noncompliance by IAT would result in a Material Adverse Effect, other than if such noncompliance is due to Delta's or its Affiliates' or
Sublessees' actions or omissions.
(b) Without Delta's prior written consent in each case, IAT shall not do any of the following (i) exercise any right to terminate the Port/IAT Lease, (ii) if
the same would result in a Material Adverse Effect, enter into any material amendment, supplement, waiver or other modification to the Port/IAT Lease, or
(iii) assign or transfer the Port/IAT Lease or the leasehold interest thereunder (except for collateral assignments and related transfers pursuant to the
Terminal 4 Project Bond Documents), or release any material portion of the premises subject to such Port/IAT Lease (except for Subleases that could not
reasonably be expected to interfere with Phase I, Phase II or Phase III); provided that, during an Event of Default, Delta's consent shall not be required to
an amendment, supplement, waiver or other modification to the Port/IAT Lease unless (1) such amendment, supplement, waiver or other modification
affects the calculation of the Series 8 First Additional Land Rent) in a manner that results in an increase in Post-DBO Rent (for any relevant Annual
Period) as a result of such change to the calculation of the Series 8 First Additional Land Rent, or (2) the primary purpose of such amendment, supplement,
waiver or other modification is not related to a legitimate business purpose, but rather to disadvantage Delta during an Event of Default; provided, further,
that, if IAT determines (after reasonable consultation with Delta) that any insurance required pursuant to the terms of the Port/IAT Lease is not available
on commercially reasonable terms and for a commercially reasonably cost, reasonable modifications or waivers to the Port/IAT Lease requirements with
respect to such coverages shall not require Delta's prior written consent. IAT shall deliver to Delta copies of initial drafts of any and all proposed
amendments, supplements, terminations, waivers and other modifications with respect to the Port/IAT Lease as promptly as practicable but in no event
later than ten (10) Business Days after IAT furnishes or receives any such proposed amendment, supplement, termination, waiver or other modification
(but in all instances at least ten (10) Business Days prior to execution thereof or, in the case of any such proposed amendment, supplement, termination,
waiver or other modification that is to be executed by IAT less than ten (10) Business Days after IAT has furnished or received an initial draft thereof,
simultaneously with IAT's furnishing or promptly upon IAT's receipt of such initial draft). Delta shall have consultation rights in respect to any proposed
amendments, supplements, terminations, waivers and other modifications with respect to the Port/IAT Lease that could reasonably be expected to have a
material adverse effect on Delta's rights and/or obligations under this Agreement.
(c) This Agreement is and shall be subject and subordinate to all of the terms, covenants, conditions and provisions of the Port/IAT Lease and the Basic
Lease and the rights of the Port Authority and the City thereunder.
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