Delta Airlines 2010 Annual Report Download - page 316

1.8 Delivery of Notices. The Contracting Party shall deliver to the Company and the Trustee (or any Trustee Designee or Subsequent Developer, as
applicable), concurrently with the delivery thereof to Delta, a copy of each document, notice, request or demand given by the Contracting Party to Delta
pursuant to, in respect of, or in connection with, the Assigned Agreement relating to (a) a default or other breach by Delta under the Assigned Agreement,
(b) a "force majeure event" under the Assigned Agreement, to the extent the Contracting Party is required to deliver the same to Delta pursuant to the
Assigned Agreement, and (c) any matter that would require the consent of the Company or the Trustee pursuant to Section 1.5 above, in each case to the
addresses set forth in and further in accordance with Section 5.1 hereof.
1.9 Transfer. The Company and the Trustee shall have the right to assign all or a pro rata interest in the Assigned Agreement or a new agreement
entered into pursuant to the terms of this Consent; provided, however, that such transferee assumes in writing the obligations of Delta, the Company or the
Trustee, as applicable, under the Assigned Agreement or such new agreement. Upon such assignment, the Company and the Trustee shall be released from
any further liability under the Assigned Agreement or such new agreement to the extent of the interest assigned.
2. Payments under the Assigned Agreement. If 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 shall pay all amounts payable by
it to Delta under, in connection with, or in respect of, the Assigned Agreement in the manner and as and when required by the Assigned Agreement to such
other person, entity or account as shall be specified from time to time by the Company, the Trustee (or any Trustee Designee) or any Subsequent Developer,
as applicable, to the Contracting Party in writing. Nothing in this Section 2 shall impose an obligation upon the Contracting Party to make payments under the
Assigned Agreement other than such obligations as may arise under, or in respect of, or in connection with the Assigned Agreement.
3. Representations and Warranties of the Contracting Party. The undersigned hereby represents and warrants that (i) it is the sole owner of the entire
Contracting Party interest under the Assigned Agreement free and clear of all liens and encumbrances, (ii) its execution and delivery of, and the performance
of its obligations under, this Consent and the Assigned Agreement have been duly authorized by all necessary corporate action of, and is valid and binding
upon, the undersigned, and (iii) that any third-party consent necessary or desirable in connection with its execution and delivery of, and the performance of its
obligations under, this Consent and the Assigned Agreement have been obtained.
4. Performance by the Contracting Party. The Contracting Party covenants and agrees that unless and to the extent excused from performance in
accordance
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