Delta Airlines 2010 Annual Report Download - page 194

ARTICLE 16.
COVENANTS
Section 16.01. Maintenance Of Existence. Each of IAT and Delta shall preserve, renew and keep in full force and effect its existence as a limited
liability company (or any other legally recognized business organization) or corporation, respectively, and its rights, privileges and franchises necessary or
desirable in the normal conduct of business, provided that, nothing in this Section shall be construed to prohibit or restrict any merger or consolidation that is
not otherwise expressly prohibited under this Agreement.
Section 16.02. Further Assurances. Each of IAT and Delta shall cooperate with the other party and take (or refrain from taking), execute and deliver, or
cause to be taken (or refrained from being taken), executed, and delivered, all further acts, conveyances, documents and assurances reasonably requested by
the other party from time to time in order to carry out more effectively the intent and purposes of this Agreement, the Port/IAT Lease, the Bond Documents
and the other Transaction Documents.
Section 16.03. Licenses And Permits and Applicable Laws. (a) IAT shall and shall require its Approved Contractors, Construction Contractors and
Sublessees to, obtain and comply in all material respects with any and all material licenses, permits, certificates and other authorizations required by the Port/
IAT Lease.
(b) Delta shall obtain and comply with any and all licenses, permits, certificates and other authorizations required by any Governmental Authority, the
Port Authority or the Port/IAT Lease for Delta's activities, assets and operations in, on or at Terminal 4 (as opposed to the use or operation of Terminal 4
as an air terminal) and comply with all applicable laws related thereto. Delta shall require its Approved Contractors, Construction Contractors and
Sublessees, to obtain and comply in all material respects with all licenses, permits, certificates and other authorizations required by any Governmental
Authority, the Port Authority or the Port/IAT Lease for their respective activities in, on or at Terminal 4 and comply with all applicable laws related
thereto. Delta shall promptly deliver to IAT a copy of any written notice of non-compliance that Delta actually receives in respect of any licenses, permits
or certificates, or violations of law, applicable to Delta's operations and construction (including construction by Approved Contractors) in the Delta
Premises and, if requested by IAT, material correspondence related to the actions being taken to correct any such non-compliance or violation. Any failure
to comply with such licenses shall not constitute a default unless such failure is with respect to material obligations thereof.
Section 16.04. Delta Minimum Liquidity. Delta hereby covenants and agrees that, if at any time prior to the date on which no Series 6 Bonds are
outstanding (x) Delta's total Liquidity is below the greater of (i) $3,000,000,000 and (ii) ten percent (10%) of Delta's prior fiscal year total passenger revenue
as determined based on Delta's annual filing on Form 10-K with the SEC (a "Liquidity Trigger"), or (y) Delta's credit card processors have commenced a
holdback on payment processing (a "Holdback Trigger"), Delta shall promptly either (i) deliver cash in the aggregate amount of the Security Amount to the
Escrow Account to be held and disbursed pursuant to an Escrow Agreement (a "Cash Deposit"), or (ii) cause a letter of credit, substantially in the form
attached hereto as Exhibit K or in such other form customarily used by
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