Delta Airlines 2010 Annual Report Download - page 342

satisfactory to JFK IAT. Such insurance may be in amounts greater than those stipulated herein or as may be in effect from time to time. The amount of the
premiums paid for such insurance by JFK IAT shall be payable by Airline on receipt of JFK IAT's billing therefore with interest as set forth in Section 5.3,
commencing at the date of payment by JFK IAT.
(e) Notification of Claims: If any claim for damages or any lawsuit is made or instituted against Airline, Airline shall notify JFK IAT within 30 days
following the date of receipt of a claim or 30 days following the date of service of process of a lawsuit, provided that claims and lawsuits subject to such
notice are only those that arise out of or are in any way connected with Airline's use of the Airport and that in any way, directly or indirectly, contingently or
otherwise, affect or might reasonably affect JFK IAT. Accident or property damage claims in an amount less than $ l0,000 shall be excluded from the
requirements of this section (e).
(f) Waiver of Subrogation: Airline hereby waives claims arising in any manner against each Indemnified Party for which the loss or damage is covered by
any of the Airline's insurance required under this Section 11.3.
11.4 Damage and Destruction. (a) Repair: If all or any portions of the Terminal 4 Facilities are damaged or destroyed by fire or other casualty, JFK IAT
shall, at its election after receipt of notification by Airline, (i) repair, reconstruct and restore such space to substantially the same utility as existed prior to the
event causing the damage or (ii) terminate this Agreement.
(b) Limited to Insurance Proceeds: If JFK IAT elects to repair, reconstruct and restore any damage, its obligation under this Section 11.4 is limited to the
proceeds of insurance received with respect to the damaged space. If the net proceeds of insurance received on account of said damage are insufficient to
restore as provided above, then JFK IAT shall repair, reconstruct and restore the damaged space to the extent economically feasible.
(c) Airline Negligence: Airline shall reimburse JFK IAT (and with respect to damage to the Delta Gates/Hardstands, Delta) for all repairs to the extent such
damage was caused by the negligence of Airline, its officers, employees, contractors, guests, passengers, invitees, agents and sublessees. **[IAT — where
does environmental allocation of liability get addressed?]**
Section 12 ASSIGNMENT & HANDLING AGREEMENTS
12.1 Subletting & Assignment. Airline shall not directly or indirectly assign, sell, hypothecate, pledge, mortgage, or otherwise transfer this Agreement or the
rights herein granted. Any such transaction shall be void.
12.2 Assignment by JFK IAT. Subject to the financing documents to which JFK IAT is bound, JFK IAT may assign its interest in and pledge certain
revenues and receipts under this Agreement.
12.3 JFK IAT's Dealings with the Port Authority, the City of New York and Delta. Airline acknowledges that JFK IAT leases Terminal 4 from the Port
Authority which in turn leases the Airport from the City of New York, and that JFK IAT has entered into the ATA with Delta with respect to portions of
Terminal 4. Airline hereby consents to any changes in such leases or the ATA, the terms and structure of the arrangements, and the legal relationships among
JFK IAT, the Port Authority, the City of New York, Delta and any other parties, provided, that as a result of any such change, JFK IAT has the legal right and
authority to grant the rights it grants herein to Airline and to perform the obligations as set forth herein. Airline agrees that so long as JFK IAT has such right
and authority this Agreement shall remain in full force and effect.
12.4 Handling Agreements. Airline may purchase handling services from any handling services provider approved by both JFK IAT and the Port Authority.
Airline may also provide handling services to itself. **[Need to address indemnity by handlers to Delta?]**
Section 13 TERMINATION
13.1 Default. Each of the following constitutes an "Event of Default":
(a) Airline's failure to pay any fee or charge within 5 days after notice from JFK IAT of Airline's failure to pay any such fee or charge by the due date;
(b) Airline's failure to perform or observe any other obligation after a period of 10 days after notice from JFK IAT setting forth the nature of the failure;
10