Delta Airlines 2010 Annual Report Download - page 157

interests of the Trustee and the Port Authority) until the same is paid in accordance with the applicable Standard Draw Documentation. IAT shall not make
any draw requests for proceeds of the Series 8 Bonds without the consent of Delta (unless a Delta Event of Default has occurred and is then continuing
under Section 26.01), unless (i) failure to have the proceeds available from such draw would result in IAT having to use its own funds to satisfy its
obligations related to completion of the Phase I IAT Project or the Series 8 Bonds under the Port/IAT Lease, the Phase I IAT Project Contract Documents,
the Bond Documents and/or the other Transaction Documents, and (ii) Delta has been provided with such draw request (including completed Standard
Draw Documentation and supporting documents) and has failed during the 30 days following receipt thereof to either (x) approve such draw request, or
(y) provide reasonably detailed information establishing that such draw request should not be made, provided that, this clause (ii)(y) shall not apply to
draw requests for proceeds of the Series 8 Bonds made by IAT in connection with IAT's obligation to make payments of principal and interest on the
Series 8 Bonds if such payments constitute Project Costs. Upon request, IAT shall promptly execute and deliver such documents as may be necessary in
connection with draw requests under the Series 8 Bond Documents. Delta hereby covenants and agrees to perform all of its obligations under each Phase I
IAT Project Contract Document and to consult with IAT prior to Delta's exercise of (or determination to refrain from exercising) any termination rights or
remedies in connection with a default available to Delta under or in respect of the Construction Administration Agreement or any Phase I IAT Project
Contract Document.
(g) Delta hereby agrees to collaterally assign its right, title and interest in and to (i) the Construction Administration Agreement, (ii) each Phase I IAT
Project Construction Contract with an aggregate value for work in connection with the Phase I IAT Project in excess of $10,000,000 (each a "Major
Contract"), and (iii) each Phase I IAT Project Construction Contract that is not a Major Contract if such Phase I IAT Project Construction Contract
permits the assignment thereof to IAT, for the benefit of IAT (and IAT's collateral assignment thereof to the Port Authority and IAT's and the Port
Authority's assignment thereof to the Trustee as may be required by the Terminal 4 Project Bond Documents) pursuant to a collateral assignment
agreement substantially in the form attached hereto as Exhibit D (the "Construction Contract Assignment Agreement"). Delta shall cause the
Construction Administrator under the Construction Administration Agreement and the service provider under each Major Contract to execute and deliver
an agreement (a "Contractor Consent and Agreement") substantially in the form attached hereto as Exhibit E, or such other form approved by IAT.
Delta shall use commercially reasonable efforts to include in each Phase I IAT Project Construction Contract that is not a Major Contract the provisions set
forth on Exhibit F; provided that, failure to obtain such language in the applicable Phase I IAT Project Construction Contract shall not preclude Delta from
hiring such contractor. Subject at all times to the other provisions of this Agreement, provided that no Delta Event of Default shall have occurred and is
then continuing, Delta may exercise all of its rights and privileges under the Construction Administration Agreement and each Phase I IAT Project
Construction Contract without any consent or approval of IAT. Delta's rights under the immediately preceding sentence shall cease and terminate if an
Event of Default shall have occurred and is then continuing in respect of Delta's obligations in respect of the Phase I IAT Project in accordance with this
Article 6, in which event IAT shall have the right, but not the obligation, to elect, by giving written notice to Delta and each Approved Contractor, to
enforce the obligations of the
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