Delta Airlines 2010 Annual Report Download - page 313

1997 (as, from time to time, amended, modified and supplemented, including as supplemented by the First Supplemental Personal Property Security Interest,
dated as of December , 2010, the "Personal Property Security Interest"), from the Company to the Port Authority, and further assigned by the Port Authority
to the Trustee pursuant to the Trust Indenture, dated as of May 13, 1997 (as, from time to time, amended, modified and supplemented, including as
supplemented by the First Supplemental Trust Indenture, dated as of December , 2010, the "Trust Indenture"), by and between the Port Authority and the
Trustee, and (ii) the Trustee, pursuant to the Assignment of Tenant Leases and Rents, dated as of May 13, 1997 (as, from time to time amended, modified and
supplemented, including as supplemented by the First Supplemental Assignment of Tenant Leases and Rents, dated as of December , 2010, the "Assignment,
of Tenant Leases and Rents"), between the Company and the Trustee.
1. Assignment and Agreement.
1.1 Consent to Assignment. The Contracting Party hereby consents to the collateral assignment by Delta to the Company under the Construction
Document Assignment Agreement, and the further assignment by (i) the Company to the Port Authority under the Personal Property Security Interest, (ii) the
Company to the Trustee under the Assignment of Tenant Leases and Rents and, (iii) the Port Authority to the Trustee under the Trust Indenture (collectively,
the "Security Agreements") of all of their respective right, title and interest in, to and under Delta's right, title and interest in, to and under the Assigned
Agreement, including, without limitation, all of Delta's rights to receive performance, benefits and all payments (if any) due and to become due to Delta under
or with respect to the Assigned Agreement (collectively, the "Assigned Interests").
1.2 Subsequent Developer. The Contracting Party agrees that, if (i) the Company notifies the Contracting Party in writing that, pursuant to the
Construction Document Assignment Agreement, the Company has exercised its rights to have itself substituted for Delta under the Assigned Agreement, or
(ii) the Trustee notifies the Contracting Party in writing that, pursuant to the Security Agreements, the Trustee has exercised its rights to have itself or an agent
acting for or on its behalf or any Interim Terminal Operator or Qualified Terminal Operator (each as defined in the PA Lease) (each a "Trustee Designee")
substituted for Delta under the Assigned Agreement or that it has otherwise assigned, foreclosed or sold the Assigned Interests or any portion thereof
including, without limitation, to a Foreclosure Purchaser (as defined in the PA Lease), then (a) the Company, the Trustee (or any Trustee Designee) or any
purchaser or assignee of the Assigned Interests (such purchaser or assignee, a "Subsequent Developer"), as applicable, shall be substituted for Delta under the
Assigned Agreement, and (b) the Contracting Party shall (i) recognize the Company, the Trustee (or any Trustee Designee) or the Subsequent Developer, as
the case may be, as its counterparty under the Assigned Agreement, and (ii) continue to perform its obligations under or in connection with the Assigned
Agreement in favor of the Company, the Trustee (or any
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