Delta Airlines 2010 Annual Report Download - page 338

Authority, the Airline shall reimburse the Port Authority for the reasonable costs of travel, meals and lodging of any Port Authority representative auditing
and examining the same.
(b) JFK IAT shall bear the cost of any audit performed pursuant to this paragraph unless the result of the audit reveals a shortfall of more than 5% between
that reported and that recorded, in which case Airline shall bear the full cost of such audit. Airline shall pay to JFK IAT, within 5 days after notice from JFK
IAT of a shortfall, any fees (with interest as set forth in Section 5.3) that such audit reveals are owed by Airline. If the shortfall is more than 5%, then Airline
shall also pay JFK IAT a penalty equal to an additional 10% of the total deficient fees.
5.5 Security for Payment and other Airline Obligations. (a) Prior to the Effective Date, Airline shall deposit, and during all times during the Term, Airline
shall maintain in the amount indicated on the Cover page a cash deposit or letter of credit acceptable to JFK IAT which shall act as security for the full,
faithful and prompt performance of and compliance with any and all terms, conditions and obligations of Airline hereunder, including fees, charges, penalties,
indemnity and other charges. Any letter of credit shall be issued by a bank authorized to do business in the State of New York and the terms of it shall
(i) permit JFK IAT to independently and without action by Airline deposit, negotiate or convert to cash the entirety or any part thereof and (ii) require no
certification by JFK IAT other than that it is entitled to draw on the letter of credit pursuant to the terms of this Agreement.
(b) If Airline meets its obligations under this Section 5.5 by a letter of credit, it shall, at least 30 days prior to the expiration of the letter of credit, provide
to JFK IAT a new letter of credit meeting the requirements of this Section. If Airline fails to comply with the preceding sentence, JFK IAT may present the
letter of credit for payment in full and deposit the cash for use as security pursuant to this Section.
(c) In the event Airline is in default of its obligations under this Agreement, including the obligation of payment of any fees, charges or any other sum
payable by Airline to JFK IAT, and such default continues for 5 days following notice by JFK IAT, JFK IAT may, in addition to any other right or remedy,
deduct from the security deposit or draw on the letter of credit, as the case may be to pay the arrears plus interest and late charges as set forth in Section 5.3.
Within ten days' notice of such action, Airline shall replenish the security to the amount set forth on the Cover page.
(d) In the event Airline is late in payment of (any portion of) the Terminal 4 License Fee twice (in the aggregate) in any six month period, JFK IAT may in
its sole discretion increase the amount of security required. Within ten days' notice of such determination, Airline shall deposit such additional sum with JFK
IAT or provide JFK IAT with an appropriately amended letter of credit acceptable to JFK IAT.
(e) Within 120 days following termination or expiration of this Agreement, JFK IAT shall, at its election, after satisfaction of any obligation subject to
satisfaction by application of the deposit, (1) apply the balance of the deposit to any succeeding deposit required under a subsequent agreement between
Airline and JFK IAT, or (2) return the balance of the deposit without interest to Airline.
5.6 Advance Payments. In lieu of, or in addition to the security required under Section 5.5, JFK IAT shall have the right to notify Airline that JFK IAT
requires Airline to pre-pay any (estimated) fee or other payment required by this Agreement consistent with any JFK IAT credit policy adopted by JFK IAT
from time to time. Except for security deposits and any other amounts deposited with JFK IAT in connection with the payment of insurance premiums, real
property taxes and assessments and other similar charges and expenses, Airline shall not pay any fees or other sums payable under this Agreement to JFK IAT
for more than 1 month in advance.
5.7 Survival. Section 5 shall survive the termination of this Agreement.
Section 6 OPERATION AND MAINTENANCE BY JFK IAT
6.1 Operation and Maintenance. JFK IAT shall operate and maintain Terminal 4, including the Terminal 4 Facilities, in working order.
6.2 Temporary suspension, interruption or discontinuance. Airline acknowledges that an unanticipated temporary suspension, interruption or
discontinuance of the use of all or any portion of Terminal 4 or the Terminal 4 Facilities may occur from time to time beyond the reasonable control of JFK
IAT, and that any such event will not constitute a breach of this Agreement nor entitle Airline to offset or or to
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