Delta Airlines 2010 Annual Report Download - page 153

(c) The rights of Delta under this Agreement shall be subject and subordinate to all of the terms, covenants, conditions and provisions of the Bond
Documents and the other Transaction Documents and the liens, security interests, pledges, assignments, transfers and hypothecations made by IAT and the
Port Authority under the Terminal 4 Project Bond Documents and the other Transaction Documents.
(d) IAT hereby grants to Delta consultation rights in respect of any and all investments made or directed by IAT in respect of the proceeds of the
Series 8 Bonds.
(e) Subject to IAT approval, at the request of Delta (i) all or any part of the Bonds may be refinanced on commercially reasonable terms in connection
with the financing of the Phase I IAT Project, Phase II and/or Phase III, and (ii) the Series 8 Bonds may be refinanced on commercially reasonable terms at
any time. Except as provided in the preceding sentence, any other refinancing of the Series 6 Bonds shall require the approval of IAT (which may be
granted or withheld in IAT's sole and absolute discretion) and the approval of Delta if such refinancing would have a Material Adverse Effect on Delta. If
the required consent of IAT and Delta has been given as required by the preceding sentence, IAT and Delta shall use reasonable efforts to accomplish any
of the foregoing refinancing(s) on commercially reasonable terms subject to consent of the Port Authority, it being understood that any refinancing of all or
any part of the Bonds, in any respect, will require approval by the Port Authority.
(f) Delta's consent shall be required for (i) any financing or refinancing of the Terminal 4 Project Bonds that will materially and adversely affect rates
and charges payable by Delta or Delta Affiliate Carriers, or (ii) any financing or refinancing of the Terminal 4 Project Bonds that will materially and
adversely affect the ability to carry out Phase II and/or Phase III, if such refinancing occurs on or prior to December 31, 2020, or after December 31, 2020
and Delta has delivered a notice approved by IAT indicating its election to proceed with Phase II and Phase III and Delta has commenced design and
construction of Phase II and Phase III; provided that, during an Event of Default by Delta in respect of Delta's obligations regarding performing the Phase I
IAT Project in accordance with Article 6, Delta's consent shall not be required for any financing or refinancing of the Terminal 4 Project Bonds if such
financing or refinancing is reasonably necessary for the completion of the Phase I IAT Project, the payment of amounts due in respect of any Phase I IAT
Project Construction Contract or the payment of any other amounts or the performance of any other obligations in respect of the Phase I IAT Project.
(g) Upon the delivery by Delta of written notice to IAT that the Phase I IAT Project has been completed substantially in accordance with the terms of
Article 6, any balance remaining in respect of proceeds of the Series 8 Bonds (other than amounts retained by the Trustee to pay costs not then due and
payable or for which the liability for payment is in dispute or amounts to be retained therein by the Trustee, subject to compliance with Law related to the
Tax Exempt Bonds) shall be applied in accordance with the terms of the applicable Bond Documents.
(h) Notwithstanding anything in this Agreement to the contrary, Delta hereby acknowledges and agrees that Delta shall promptly pay over or assign (as
applicable) to, or as directed by, IAT (each, a "Reimbursement Payment"), for application in accordance with all
38