Delta Airlines 2010 Annual Report Download - page 344

14.2 Waiver. The failure of either party, in any one or more instances, to exercise any of its rights is not a waiver of those rights. A party waives only those
rights specified in writing and signed by the party waiving its rights. In the event one party does waive the breach by the other party of an obligation contained
herein, such waiver shall be limited to the particular breach waived and shall not be deemed to be a waiver of any other breach hereunder.
14.3 No Third Parties. Except for the benefits conferred to the Port Authority and Delta provided under Sections 10.1, 11.1, 11.2, 11.3, 11.4 and 14.5 (it
being acknowledged that the Port Authority and Delta are intended third-party beneficiaries of such Sections), this Agreement is for the benefit of the parties
hereto only and is not intended to and shall not create any rights in or confer any benefits upon any person or entity (including any other Terminal 4 Air
Carrier) other than the parties hereto.
14.4 Quiet Enjoyment. Upon the payment by Airline of all fees and charges properly charged to Airline and the performance by Airline of the covenants and
agreements on the part of Airline to be performed hereunder, Airline shall peaceably have and enjoy the premises, appurtenances, facilities, licenses and rights
granted herein.
14.5 Subordination. (a) Port Authority Lease: This Agreement shall be and remain subordinate to the provisions of the Port Authority Lease and the letting
hereunder shall terminate with the termination or expiration of the Port Authority Lease between the Port Authority and JFK IAT, such termination to be
effective on such date and to have the same effect as if the term of the letting had on that date expired. The rights of JFK IAT with respect to Terminal 4 are
those granted to it by the Port Authority, and no greater rights are granted or intended to be granted to Airline than JFK IAT has power thereunder to grant.
(b) Basic Lease: This Agreement shall be and remain subordinate to the provisions of the Basic Lease between the Port Authority and the City of New
York.
(c) Bond Financing: This Agreement and all rights granted to Airline hereunder are expressly subordinated and subject to the lien and provisions of the
pledges, transfers, hypothecations or assignments made by JFK IAT and the Port Authority in the financing documents that bind JFK IAT. JFK IAT expressly
reserves the right to enter into such indentures and to make such pledges and grant such liens and enter into such covenants as it may deem necessary or
desirable to secure and provide for the payment of Special Revenue Bonds, including the creation of reserves therefor.
(d) ATA: This Agreement shall be and remain subordinate to the provisions of the ATA between JFK IAT and Delta with respect to the Delta Gates/
Hardstands.
14.6 Notices. Unless a provision of this Agreement expressly authorizes verbal notice, all notices under this Agreement shall be in writing and either (i) sent
by registered or certified mail, postage prepaid, to the address of the party to be notified as set forth on the cover sheet, (ii) hand delivered to a manager of the
party at Terminal 4 or, (iii) delivered by a nationally recognized overnight courier. Either party may change these persons or addresses by giving notice as
provided above. Notice shall be considered given and received when mailed as indicated on the postage receipt or as indicated by a signed receipt from the
hand delivery.
14.7 Severability. If any provision of this Agreement is invalid or unenforceable to any extent, then that provision and the remainder of this Agreement shall
continue in effect and be enforceable to the fullest extent permitted by law.
14.8 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties about Terminal 4, and all other representations
or statements made, verbal or written, are merged herein. Except for the Rules and Regulations for which Section 10 controls, this Agreement may be
amended only by a writing signed by both parties.
14.9 Governing Law. This Agreement shall be governed by the laws of the State of New York.
14.10 Capacity to Execute. The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of
Airline or JFK IAT, as the case may be, and that no other signatures are necessary.
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