Delta Airlines 2010 Annual Report Download - page 152

(j) Delta shall not perform, and shall cause its Sublessees not to perform, any activities or services at the Airport for which the Port Authority requires
the payment of fees and/or the issuance of a Port Authority permit, unless Delta pays such required fees and/or obtains such required permit.
(k) In the event that IAT terminates the Port/IAT Lease pursuant to Section 65(a) thereof, Delta shall have the right to terminate this Agreement upon
not less than 30 days' prior written notice to IAT and, if Delta exercises such right to terminate this Agreement, this Agreement shall expire and terminate
upon the Termination Date specified in Delta's termination notice.
Section 5.02. Transaction Documents. (a) IAT shall comply with all of the provisions of the Transaction Documents executed and delivered by IAT to
the extent such provisions are binding upon IAT, 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 5.02(b); in each case, if the noncompliance therewith 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 if such act would result in a Material Adverse Effect on
Delta: (i) consent to any amendment, supplement, termination, waiver or other modification of any of the terms, covenants, agreements, conditions or other
provisions of the Bond Documents and other Transaction Documents, or (ii) take (or fail to take) any other action the taking (or failure to take) of which
would have the effect of amending, supplementing, terminating, waiving or otherwise modifying any of the terms, covenants, agreements, conditions or
other provisions of the Bond Documents or other Transaction Documents, provided that, nothing contained in this clause (b) shall prevent IAT from taking
any action that is reasonably necessary for IAT to comply with its obligations under the Port/IAT Lease, the Terminal 4 Project Bond Documents and the
other Transaction Documentsprovided, further, that, during an Event of Default, Delta's consent shall not be required to an amendment, supplement,
termination, waiver or other modification to the Bond Documents or other Transaction Documents unless the primary purpose of such amendment,
supplement, termination, waiver or other modification is not related to a legitimate business purpose, but rather to disadvantage Delta during an Event of
Default. IAT shall deliver to Delta copies of initial drafts of any and all proposed amendments, supplements, terminations, waivers or other modifications
with respect to the Bond Documents and any other Transaction Documents 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 or other modifications with respect to the Bond Documents and any other Transaction Documents that could reasonably be expected
to have a Material Adverse Effect.
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