Delta Airlines 2010 Annual Report Download - page 159

(k) The Port/IAT Lease provides for IAT to complete the "New In-Line EDS System Matrix/Design/Construction Build Out" for Terminal 4 (being the
portion of the project covered by the TSA MOA to be constructed in Terminal 4) (the "TSA EDS Project"), which project is included in the Phase I IAT
Project. Delta and IAT will cooperate with each other to maximize the amount of funding from the TSA for the TSA EDS Project (and therefore, the Phase
I IAT Project consisting of the TSA EDS Project), in accordance with the terms of the TSA MOA and the Port/IAT Lease. Subject to the provisions of this
Section 6.01(k), IAT shall cooperate with Delta in connection with all draw requests made under the Port/IAT Lease and the TSA MOA to reimburse Delta
for amounts actually expended by Delta in respect of the TSA EDS Project, provided that such amounts are eligible for reimbursement by TSA (the "TSA
EDS Project Costs"). IAT shall, at its option, either transfer to Delta amounts IAT receives as reimbursement of TSA EDS Project Costs or provide Delta
with a credit against the Delta Rent in an amount equal to such amounts, subject in all cases to IAT's receipt from Delta of appropriate completed draw
documentation together with such supporting documentation as may be reasonably required by IAT or under the TSA MOA and/or the Port/IAT Lease in
connection with such draw request. Subject to the provisions of this Section 6.01(k), within five (5) Business Days of receipt of such documentation from
Delta, provided that Delta has complied with Section 5.1.6 (Contractor/CM & Consultant Payment Processing) of the Delta/JFK IAT Redevelopment
Program-Program Procedures Manual in effect at such time, IAT shall deliver a corresponding related draw request to the Port Authority for preparation
and submission of the corresponding draw request to the TSA for reimbursement of TSA EDS Project Costs. If IAT shall receive any such reimbursement
amounts for TSA EDS Project Costs which it is not entitled to retain, IAT shall hold, and be deemed to hold, the same in trust for Delta (subject to the
interests of the Trustee and the Port Authority) until the same is reimbursed to Delta or credited against the Delta Rent as provided above. IAT shall not
make any draw requests for TSA funds allocated to the TSA EDS Project without the consent of Delta (unless a Delta Event of Default has occurred and is
then continuing under Section 26.01), unless (i) failure to have the proceeds available from such draw would result in IAT having to use its own funds to
satisfy its obligations related to completion of the Phase I IAT Project under the Port/IAT Lease, the Phase I IAT Project Contract Documents, and/or the
other Transaction Documents, and (ii) Delta has been provided with such draw request (including completed draw documentation and supporting
documents) and has failed during the 30 days following receipt thereof to either (x) approve such draw request, or (y) provide reasonably detailed
information establishing that such draw request should not be made. Upon request, IAT shall promptly execute and deliver such documents as may be
necessary in connection with draw requests for TSA EDS Project Costs under the Port/IAT Lease and the TSA MOA.
Section 6.02. Cost Overruns. IAT and Delta acknowledge and agree that Delta shall bear the construction risk for Phase I, and that there may be delays
and/or Cost Overruns in connection with the construction of the Phase I IAT Project, that all such Cost Overruns and any penalties associated therewith shall
be the sole responsibility of, and paid by, Delta and that Delta's obligations in respect of such Cost Overruns and penalties associated therewith shall not be
excused under any circumstances, including any Force Majeure Event. Delta and IAT shall work cooperatively to avoid such Cost Overruns through mutually
and reasonably agreed reductions in scope, extensions of delivery dates, changes in design or materials, changes in terms of Phase I IAT Project Construction
Contracts and/or the Phase I IAT Project Contract
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