Delta Airlines 2010 Annual Report Download - page 315

of the work to be performed by the Contracting Party under the Assigned Agreement, and the Company and the Trustee and their respective successors and
assigns shall be entitled to use all of the plans, specifications, and drawings, together with any and all modifications, additions, enlargements or extensions
thereto produced for the construction of the improvements and the other work pursuant to the Assigned Agreement, at no additional cost.
1.5 No Sale, Assignment, Transfer, Termination, Cancellation or Suspension. The Contracting Party agrees that it shall not (on or prior to the
expiration date or earlier termination of the Assigned Contract), without the prior written consent of the Company and the Trustee, which consent shall not be
unreasonably withheld, (i) sell, assign or otherwise transfer any of its rights under the Assigned Agreement, (ii) terminate, cancel or suspend performance of
its obligations under the Assigned Agreement, except as permitted under the Assigned Agreement subject to and in accordance with this Consent, or
(iii) consent to any assignment or other transfer by Delta of its rights under the Assigned Agreement.
1.6 Replacement Agreements. If the Assigned Agreement is rejected or terminated as a result of any bankruptcy, insolvency, reorganization or
similar proceeding affecting Delta, the Contracting Party shall, at the option of the Company or the Trustee exercised within one hundred and twenty
(120) days after such rejection or termination, enter into a new agreement with the Company, Trustee (or a Trustee Designee) or a Subsequent Developer
having identical terms as the Assigned Agreement, (subject to any conforming changes necessitated by the substitution of parties and other changes as the
parties may mutually agree); provided, however, that (a) the term under such new agreement shall be no longer than the remaining balance of the term
specified in the Assigned Agreement, and (b) upon execution of such new agreement, the Company, the Trustee (or a Trustee Designee) or such Subsequent
Developer cures any outstanding payment and performance defaults under the Assigned Agreement within a reasonable time, excluding any performance
defaults which by their nature are incapable of ever being cured.
1.7 Limitations on Liability. Except during any period in which the Company, the Trustee (or any Trustee Designee) or any Subsequent Developer,
as applicable, has assumed Delta's rights and obligations under the Assigned Agreement pursuant to Section 1.2 above, the Contracting Party acknowledges
and agrees that (i) neither the Company, the Trustee (or any Trustee Designee) nor any Subsequent Developer, as applicable, shall have any liability or
obligation under the Assigned Agreement as a result of this Consent or otherwise (including pursuant to Section 1.2 or any agreement entered into pursuant to
Section 1.6), and (ii) neither the Company, the Trustee (or any Trustee Designee) nor any Subsequent Developer, as applicable, shall be obligated or required
to (a) perform any of Delta's obligations under the Assigned Agreement, or (b) take any action to collect or enforce any claim for payment assigned under the
Security Agreements.
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