Delta Airlines 2010 Annual Report Download - page 199

ARTICLE 19.
TAXES
Section 19.01. Delta Responsibility For Taxes. Unless Delta is diligently contesting the same as provided below, Delta shall timely pay and timely file
all returns and reports with respect to any and all taxes (present or future), assessments or similar governmental charges, including any and all income, gain,
franchise, gross receipts, property, estate, inheritance, transfer or similar taxes, assessments or governmental charges, including any and all penalties, fines,
interest or additions with respect thereto levied, imposed or assessed by any Governmental Authority (collectively "Taxes") against or upon Delta, its property
or its activities in or on the Delta Premises or otherwise, including Taxes arising out of or connected with any and all transfers by Delta of its interest under
this Agreement and any and all recordings and filings relating thereto (collectively "Delta Taxes").
Section 19.02. IAT Responsibility For Taxes. IAT shall comply with the applicable provisions of the Port/IAT Lease with respect to Taxes, subject to
any waivers or modifications thereof granted by the Port Authority from time to time, subject to the terms of this Agreement.
Section 19.03. Delta Tax Liens. Delta shall take any and all action necessary to prevent the filing or recording by any Governmental Authority of a lien
arising out of Delta's failure to file any return or report with respect to any Delta Tax or to pay any Delta Tax (a "Delta Tax Lien") against Delta's interest
under this Agreement, the Delta Premises, Terminal 4 or the Airport. If a Delta Tax Lien is filed or recorded against Delta's interest under this Agreement, the
Delta Premises, Terminal 4 or the Airport, Delta shall promptly (i) take any and all action necessary or reasonably requested by IAT or the Port Authority
(x) to obtain a discharge of such Delta Tax Lien in its entirety or a release from such Delta Tax Lien of Delta's interest under this Agreement, the Delta
Premises, Terminal 4 and/or the Airport (as the case may be) or (y) to prevent the foreclosure of such Delta Tax Lien against Delta's interest under this
Agreement, the Delta Premises, Terminal 4 and/or the Airport (as the case may be), (ii) deliver a copy such release or discharge to IAT, (iii) file or record
such discharge or release in such offices as are necessary to discharge or release such Delta Tax Lien of record, and (iv) take any further action and provide
any further documents as IAT may reasonably request, but no bond or other security shall be required unless such Delta Tax Lien would have a material
adverse effect on Delta or IAT. If Delta shall fail to take the action required under clause (i)(x) or (y) within 30 days, then, in addition to any other right or
remedy of IAT under this Agreement or applicable Law, IAT shall have the right, but not the obligation, after giving not less than 30 Business Days' prior
written notice to Delta, to bond such Delta Tax Lien or discharge the same by paying the amount claimed to be due, including fines, penalties, interest, costs
or other expenses. Within 30 days after demand, Delta shall pay to IAT any amount so paid by IAT to bond or discharge any Delta Tax Lien (including
reasonable attorneys' fees incurred by IAT to defend, bond or discharge such Delta Tax Lien), together with interest thereon (from the time paid by IAT to the
time repaid by Delta) at a rate per annum equal to the Prime Rate plus 2% or the highest rate permitted under applicable Law (whichever is lower). Nothing in
this Section 19.03 shall be deemed to release or relieve Delta from any of its obligations hereunder or to obligate IAT to pay or satisfy any Delta Tax Lien.
Any such payment to be made by Delta to IAT shall be deemed to be Additional Rent.
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