Delta Airlines 2014 Annual Report Download - page 203

the rights of either party hereunder shall not be assigned or transferred in any manner whatsoever, in whole or in part,
by either party without the prior written consent of the other party, such consent not to be unreasonably withheld by
the Seller in the case of any assignment by the Buyer of its rights hereunder to one or more institutions providing
financing for the purchase of particular Aircraft by the Buyer hereunder with respect to such Aircraft and to the extent
reasonably required to effect such financing, so long as the duties and obligations of the Seller hereunder are not
changed and the Buyer remains primarily and directly liable for all obligations of the “Buyer” hereunder. [***]
Notwithstanding anything herein to the contrary, the Seller may at any time without the Buyer’
s consent, assign any of
its rights to receive money and any of its duties to effect the sale and delivery of any Aircraft or any of its
responsibilities, duties or obligations to perform any other obligations hereunder to any Affiliate of the Seller,
provided that the Seller shall remain liable for such responsibilities, duties and obligations.
The Seller may at any time by notice to the Buyer designate particular facilities or particular personnel of the Seller or
any Affiliate of the Seller at which or by whom the services to be performed under the Agreement shall be performed.
The Seller may also designate any Affiliate of the Seller as the party responsible on behalf of the Seller for providing
to the Buyer all or any of the services described in the Agreement. No such designation shall amend or modify, and
the Seller shall remain fully obligated to perform, all of the obligations of the Seller in the Agreement.
In the event of the resale or lease of any Aircraft by the Buyer following delivery thereof to the Buyer, and subject to
the delivery to the Seller of reasonable financial guarantees and protections and other terms as the Seller may
reasonably require, the Buyer’
s rights with respect to such Aircraft solely under Clauses 12, 13 and 17 and this
Subclause 19.3 of the Agreement, shall inure to the benefit of such purchaser or lessee, as the case may be. The Buyer
shall furnish to the Seller a true copy of such agreement with such purchaser or lessor, clearly stating that such
purchaser or lessor acknowledges that it is bound by and shall comply with all applicable terms, conditions and
limitations of the Agreement. No assignment under this Subclause 19.3 shall be deemed to increase the Seller’
s
obligations.
[***]
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
19.2 Seller’
s Designations
19.3
Assignment in Case of Resale or Lease
19.4
[***]
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