Delta Airlines 2010 Annual Report Download - page 158

Approved Contractors and to perform Delta's obligations under the Construction Administration Agreement and the Phase I IAT Project Construction
Contract, in the place and stead of Delta subject to the limitations specified in any related Construction Contract Assignment Agreement or the Contractor
Consent and Agreement and/or the Phase I IAT Project Construction Contract, as applicable. Upon an election by IAT as set forth in the preceding
sentence, (i) Delta's right to request draws from the proceeds of the Terminal 4 Project Bonds shall terminate, and (ii) provided that any changes to and
approvals of the Phase I IAT Project Contract Documents are commercially reasonable and in accordance with the Basis of Design, Delta's right to
approve future Phase I IAT Project Contract Documents and changes to any Phase I IAT Project Contract Documents shall terminate.
(h) If it is determined that the proceeds of the Series 8 Bonds will not be sufficient to complete the Phase I IAT Project or if there are Cost Overruns that
cannot be funded from contingencies built into the construction budget using the proceeds of the Series 8 Bonds, Delta and IAT will consult with each
other in connection with securing any "completion financing" for the Phase I IAT Project on terms that are consistent with the terms of the Series 6 Bonds
and the Series 8 Bonds, if such financing is made available by the Port Authority and is otherwise on commercially reasonable terms, provided that the
amount of financing under the Terminal 4 Project Bonds for the Phase I IAT Project shall not exceed in the aggregate $1.2 Billion Dollars.
(i) If it is determined that the costs of Remediation of those areas outside of the Excavation Boundary will exceed the Phase I IAT Project
Environmental Cap, Delta shall continue the Remediation of such matters pursuant to the Phase I IAT Project Construction Contracts, including the
payment of such Remediation, provided that such amounts in excess of the Phase I IAT Project Environmental Cap shall not be paid from the proceeds of
the Series 8 Bonds, and IAT shall reimburse Delta for all amounts paid by Delta in excess of the Phase I IAT Project Environmental Cap for Remediation
outside of the Excavation Boundary either (i) when and as paid pursuant to the applicable Phase I IAT Project Construction Contract or (ii) at IAT's option,
by a credit against Delta Rent, and in either case such excess costs shall be excluded for all purposes hereunder from the definitions of Project Costs, ATA
Permitted O&M Expenses and ATA Permitted Remediation Costs; provided that, unless otherwise agreed to by IAT, any credit against Delta Rent shall
not exceed fifty-percent (50%) of the Delta Rent payable in such month, with any additional required credits applied in the immediately succeeding months
subject, however, to the preceding cap on monthly credits against Delta Rent (without the accrual of any interest in respect thereto).
(j) At the request of Delta in connection with completion of the Phase I IAT Project, IAT will use commercially reasonable efforts to make the area
subject to the Triangle Plume available to Delta in "as is" condition, it being understood that upon Delta performing any portion of the Phase I IAT Project
on any portion of the area subject to the Triangle Plume, the entirety of the Triangle Plume shall be deemed to be included within the description of
"Perimeter Dig Area" for purposes of Assumed Environmental Damages. In connection with such delivery, IAT will reasonably cooperate with Delta in
negotiations with the Triangle Responsible Party to address a resolution acceptable to Delta whereby Delta is compensated for accepting responsibility for
the Remediation of NYSDEC Spill #04-00985, and becomes the Triangle Responsible Party.
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