Delta Airlines 2010 Annual Report Download - page 341

Party for its costs and expenses, including legal fees and expenses incurred defending) all claims, demands, damages, liabilities, obligations, awards, fines,
judgments, injuries, suits, causes of action, proceedings, obligations, costs and expenses (including reasonable attorneys' fees and costs, expenses or
disbursements), as such costs and expenses are incurred, including but not limited to those in respect of injury to or death or injury of persons, damage to or
destruction of property (real or personal) or environmental damages arising out of or connected in any way to any of the following (except, in the case of JFK
IAT, claims arising from the gross negligence or willful misconduct of JFK IAT, in the case of Delta, claims arising from the gross negligence or willful
misconduct of Delta, and, in the case of the Port Authority, claims arising from the gross negligence or willful misconduct of the Port Authority):
(a) Airline's and/or Airline's owners', officers', directors', representatives', agents', contractors', employees', passengers', and invitees' (together with Airline,
collectively, the "Terminal 4 Users") use or occupancy, (actual or alleged) acts, omissions, negligence, gross negligence, recklessness, or malice, in or around
any part of the Airport or relating in any way to any and all of Airline's obligations under this Agreement;
(b) Airline's breach of, or Airline's failure to perform, any term, condition or representation set forth in this Agreement;
(c) any Terminal 4 User's (actual or alleged) actions, omissions, negligence, gross negligence, recklessness or malice in or around any part of the Airport
and any Terminal 4 User's breach of, or the Terminal 4 User's failure to perform, any term, condition or representation set forth in any agreement related to or
connected with the Airport, including, without limitation, Terminal 4.
With respect to its obligations under this Section 11.1, Airline, at its own expense, shall, at the request of an Indemnified Party, defend any suit based upon
any such claim using counsel approved in writing by JFK IAT, Delta or the Port Authority, as the case may be.
11.2 Survival. The terms of Section 11.1 shall survive the termination of this Agreement.
11.3 Insurance by Airline. (a) Coverage: Airline shall purchase and maintain in force the following insurance coverage as appropriate:
(1) Comprehensive aircraft liability insurance covering property damage liability, bodily injury (including death) liability, personal injury liability, host
liquor liability, contractual liability, premises liability, products and completed operations liability, hangar keepers liability, baggage liability, cargo
liability, mail liability, excess automobile liability and excess employers liability in respect of Airline's operations at Terminal 4, and including legal
liability arising out of Airline's operations (licensed and unlicensed) on the airport premises, and including extended coverage endorsement (aviation
liabilities, war and allied risk liabilities) AVN52D or equivalent resulting from Airline's activities into, on, and leaving any part of the Airport, in an
amount not less than $500,000,000 combined single limit.
(2) Automobile liability insurance to cover owned, non-owned and hired vehicles operating on the Airport in an amount not less than $25,000,000 per
person and per occurrence.
(3) Property insurance to cover personal property and trade fixtures in an amount adequate to cover 100 percent of the replacement cost of the property
and fixtures.
(b) Criteria: All policies of insurance required herein shall be in a form and with a company or companies reasonably satisfactory to JFK IAT and shall
name JFK International Air Terminal LLC, its members, the Port Authority, the City of New York, JFK IAT Member LLC, Schiphol USA Inc., and Delta Air
Lines, Inc. as additional insureds and shall provide that such policies may not be materially changed, altered, or canceled by the insurer during their term
without first giving at least 30 days' notice to JFK IAT and without giving JFK IAT 30 days to cure any defaults by Airline. In addition all policies of
insurance shall contain a Breach of Warranty endorsement or otherwise provide that a breach of any warranty by Airline to the insurance company shall not
cancel the insurance coverage of JFK IAT, Delta or the Port Authority.
(c) Certificates: Airline shall deliver to JFK IAT policies or certificates of required coverages. In addition, at least 10 days before the expiration of any then
current policy of insurance, Airline shall deliver to JFK IAT evidence showing that such insurance coverage has been renewed. Within 15 days after the date
of written notice from the insurer of cancellation or reduction in coverages, Airline shall deliver to JFK IAT a new policy or certificate reinstating or
otherwise providing the required insurance.
(d) Right to Purchase: If at any time Airline shall fail to obtain or maintain in force the insurance required herein, JFK IAT may provide such insurance for
Airline by taking out policies in companies
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