Delta Airlines 2010 Annual Report Download - page 196

ARTICLE 17.
SUBLEASING AND ASSIGNMENT BY DELTA
Section 17.01. Subleasing And Assignment By Delta. (a) Except as otherwise provided in this Agreement, Delta shall not assign this Agreement, or
sublease all of the Delta Premises or any portion thereof, to any other Person, without the prior written consent of IAT and the prior written consent of the
Port Authority if and to the extent required under the Port/IAT Lease.
(b) Notwithstanding anything else in this Article 17 or elsewhere in this Agreement, no consent of IAT shall be required in the event of any sale,
assignment or other transfer of this Agreement to any successor in interest of Delta which is or is to be a Scheduled Aircraft Operator, and with or into
which Delta may merge or consolidate, or which may succeed to the assets of Delta or the major portion of its assets related to its air transportation
business, but in any such event, such assignment shall not take effect before the assignee is approved and authorized by the Port Authority to operate as a
Scheduled Aircraft Operator at the Airport, provided, further that, such successor entity or purchaser provides IAT with all reasonably requested
information and executes and delivers to IAT documentation satisfactory to IAT assuming the obligations of Delta as if it were the original tenant
hereunder, and provided, further, that, if required pursuant to the terms of the Port/IAT Lease, such transfer has been approved by the Port Authority.
(c) Notwithstanding anything else in this Article 17 or elsewhere in this Agreement, no consent of IAT shall be required with respect to any ATA
Airline Sublease by Delta of any portion of the Delta Premises to a Delta Affiliate Carrier, provided that, IAT and/or the Port Authority may impose
reasonable and non-discriminatory conditions on such use, such as requirements to furnish proof of insurance, and to pay fees required by the terms of the
Port/IAT Lease, and to the extent IAT and/or the Port Authority are not currently under an indemnification arrangement with the applicable Delta Affiliate
Carrier, IAT shall enter into operating agreements with such Delta Affiliate Carrier containing appropriate indemnification and insurance provisions for the
benefit of IAT, and the Port Authority together with requirements for complying with the Terminal 4 Rules and Regulations. Delta shall be entitled to
charge such fees and (subject to the proviso in the preceding sentence) determine the terms and conditions of such ATA Airline Subleases as Delta deems
appropriate, and no portion of revenues derived from such ATA Airline Subleases shall be payable to IAT; provided that, and Delta hereby covenants and
agrees that, in all instances the charges and fees, if any, charged by Delta to its ATA Airline Sublessees shall not exceed amounts that reasonably and fairly
pass through the costs and expenses incurred by Delta under this Agreement in respect of such occupied space. Except as otherwise provided herein, no
terminal fee or other charge shall be imposed by IAT on any Delta Affiliate Carrier for its use or occupancy of portions of the Delta Premises pursuant to
this Section 17.01. In addition, if any Contract Carrier becomes a Delta Affiliate Carrier during the Term of this Agreement, Delta may, in its sole and
absolute discretion, relocate such new Delta Affiliate Carrier to the Delta Gates; provided, however, notwithstanding any provision in this Agreement to
the contrary, and in order to protect IAT's revenue stream from Contract Carriers, regardless of whether such new Delta Affiliate Carrier moves to the
Delta Gates, the ATA Airline Sublease between IAT and such new Delta Affiliate Carrier shall remain in effect (and such new Delta Affiliate Carrier shall
continue to pay IAT the rates and charges specified thereunder) until the earlier of (x) if the applicable ATA Airline
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