Delta Airlines 2010 Annual Report Download - page 151

for indemnification arising by operation of law or the Basic Lease. Delta shall at its own expense defend any suit based upon any such claim or demand
(even if such suit, claim or demand is groundless, false or fraudulent), and in handling such it shall not, without obtaining express advance permission from
the general counsel of the Port Authority, raise any defense involving in any way the jurisdiction of the tribunal over the person of the Port Authority, its
commissioners, officers, agents or employees, the immunity of the Port Authority, its commissioners, officers, agents or employees, the governmental
nature of the Port Authority or the provisions of any statutes respecting suits against the Port Authority. Notwithstanding anything to the contrary in this
paragraph, the provisions of this paragraph shall not apply to (i) claims and demands arising out of the sole gross negligence or willful misconduct of the
Port Authority, or (ii) claims and demands arising out of the sole gross negligence or willful misconduct of the Trustee[s] and its directors, officers,
employees, contractors, agents, representatives, guests, invitees and business visitors; but shall apply to claims and demands arising out of Assumed
Environmental Damages, and claims and demands arising out of Delta's breach of its environmental obligation governed by Article 34.
(g) Notwithstanding anything to the contrary herein, if this Agreement has not theretofore terminated or expired, this Agreement shall terminate and
expire as to Delta's rights to use and occupy the Delta Premises without notice to Delta or IAT, on the day preceding the expiration date or earlier
termination of the Port/IAT Lease, or on such earlier date as IAT and the Port Authority (with the prior written consent of the Trustee[s], if required) may
agree or on the effective date of any revocation of the Port Authority Consent to Sublease, provided that, (i) this Agreement shall not terminate or expire in
connection with any assignment or foreclosure of the Port/IAT Lease, or the execution of a New Lease, by the Trustee[s] pursuant to Section 23 of the
Port/IAT Lease, notwithstanding any intervening termination or expiration of the Port/IAT Lease; and (ii) this Agreement shall not terminate or expire if
(A) the Port/IAT Lease is replaced by a Replacement Lease from the City, the Port Authority or any other Person having the right to lease Terminal 4, as
Lessor Party, to IAT, as lessee, and (B) if applicable, the Basic Lease is replaced by a Replacement Lease from the City, as Lessor Party, to the Port
Authority or any other Person who executes a Replacement Lease pursuant to clause (A), as lessee. If the Port/IAT Lease is replaced by a Replacement
Lease pursuant to clause (A), all references herein to the "Port/IAT Lease" shall thereafter be deemed to refer to such Replacement Lease, and all
references herein to the "Port Authority" as the Lessor Party under the Port/IAT Lease shall thereafter be deemed to refer to the Lessor Party under such
Replacement Lease. If the Basic Lease is replaced by a Replacement Lease pursuant to clause (B), all references herein to the "Basic Lease" shall
thereafter be deemed to refer to such Replacement Lease, and all references herein to the "City" as the lessor under the Basic Lease shall thereafter be
deemed to refer to the Lessor Party under such Replacement Lease.
(h) Except with respect to Delta Affiliate Carriers, Delta shall not sub-sublease all or any portion of the Delta Premises without the prior written consent
of the Port Authority.
(i) Delta shall not make any payment of Rent payable under this Agreement more than one month in advance, except as provided in this Agreement.
36