Delta Airlines 2010 Annual Report Download - page 326

3. Nondisturbance. In the event (i) the Trustee shall become the lessee under the Terminal 4 Lease by reason of foreclosure or other proceedings brought
to enforce the Collateral Documents (a "Foreclosure Action") or (ii) of a cancellation or termination (including a rejection in a bankruptcy proceeding) of
the Terminal 4 Lease or of the surrender thereof by IAT, whether voluntary, involuntary, or by operation of law, at any time prior to the expiration date
of the Anchor Tenant Agreement (collectively with a Foreclosure Action, a "Terminal 4 Lease Termination") where the Trustee (or any successor to the
Trustee in connection with the exercise of remedies pursuant to the Terminal 4 Project Bond Documents, such assignee or the Trustee, as applicable
being hereinafter referred to as a "Replacement Operator") is in possession of the Terminal 4 Lease and is exercising the rights of IAT as lessee
thereunder, or has become the lessee under a New Lease as defined in and in accordance with the provisions of the Basic Lease, and so long as Delta is
not in default or in breach of its duties under the Anchor Tenant Agreement (beyond the expiration of any applicable notice and cure period), the Trustee
hereby covenants and agrees (and shall cause any Replacement Operator, as a condition precedent to succeeding to Trustee's rights) to covenant and
agree, as follows:
(i) The right of possession of Delta to Delta's Terminal 4 Premises and Delta's rights under the Anchor Tenant Agreement shall not be affected or
disturbed by the Terminal 4 Lease Termination, and the Anchor Tenant Agreement shall continue in full force and effect.
(ii) If the Terminal 4 Lease is cancelled or terminated and a new lease is entered into between the Port Authority and a Replacement Operator, the
Anchor Tenant Agreement will continue in full force and effect as a direct lease between any Replacement Operator and Delta, upon and
subject to all of the terms, covenants and conditions of the Anchor Tenant Agreement, for the balance of the term of the Anchor Tenant
Agreement (a "Direct Lease"), subject to the provisions of Section 3(b) below. So long as the Anchor Tenant Agreement is still in effect, the
Replacement Operator (I) will recognize the Anchor Tenant Agreement and the rights of Delta thereunder and will not disturb the possession of
Delta in, or under, the Anchor Tenant Agreement, and (II) agree not to join Delta as a party defendant in any action or proceeding to terminate
the Terminal 4 Lease or to recover possession of Terminal 4 or the Terminal 4 Site. Such recognition and agreement shall be effective and self-
operative as of the date of termination of the Terminal 4 Lease without execution of any further instrument.
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