Delta Airlines 2006 Annual Report Download - page 163

5.3 Books and Records.
Each Credit Party shall keep adequate Books and Records with respect to its business activities in which proper entries, reflecting all
financial transactions, are made in accordance with GAAP and on a basis consistent with the Financial Statements attached as Disclosure Schedule 3.4(a).
Upon reasonable request of the Administrative Agent, each Credit Party shall deliver any requested Chattel Paper or Instrument to the Administrative Agent
(in each case, accompanied by instruments of transfer executed in blank), and shall, if requested by the Administrative Agent, mark any Chattel Paper or
Instrument that has not been delivered to the Administrative Agent with a legend that provides that the writing and the obligations evidenced or secured
thereby are subject to the security interest of the Administrative Agent for the benefit of the Secured Parties.
5.4 Insurance; Damage to or Destruction of Collateral. Except as set forth in the Aircraft Mortgage and the Spare Parts Mortgage
with respect to the Collateral addressed therein:
(a) The Credit Parties shall, at their sole cost and expense, maintain insurance at all times against such risks as is customary for
companies of the same or similar size in the same or similar business and industry or as otherwise required in the Collateral Documents. Such policies of
insurance as in effect on the Closing Date are described, collectively, in Part 1 and Part 2 of Disclosure Schedule 3.17. Except for policies of insurance
relating to Collateral addressed by the Aircraft Mortgage and the Spare Parts Mortgage, the policies of insurance (or the loss payable and additional insured
endorsements delivered to the Administrative Agent) described in Part 2 of Disclosure Schedule 3.17, which lists those policies relating to the Collateral, shall
contain provisions pursuant to which the insurer agrees to provide thirty (30) days’ prior written notice to the Administrative Agent in the event of any non-
renewal, cancellation or material adverse amendment of any such insurance policy. If any Credit Party at any time or times hereafter shall fail to obtain or
maintain any of the policies of insurance listed in Part 2 of Disclosure Schedule 3.17or to pay all premiums relating thereto, the Administrative Agent may at
any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that the
Administrative Agent deem advisable. The Administrative Agent shall have no obligation to obtain insurance for any Credit Party or pay any premiums
therefor. By doing so, the Administrative Agent shall not be deemed to have waived any Default or Event of Default arising from any Credit Party’s failure to
maintain such insurance or pay any premiums therefor. All sums so disbursed, including reasonable attorneys’ fees, court costs and other charges related
thereto, shall be payable on demand by Borrower to the Administrative Agent and shall be additional Obligations hereunder secured by the Collateral.
(b) The Administrative Agent reserves the right at any time upon any change in any Credit Party’s risk profile (including any
change in the product mix maintained by any Credit Party or any laws affecting the potential liability of such Credit Party) to require, upon prior written
notice to such Credit Party, additional forms and limits of insurance, in the Administrative Agent’s reasonable opinion, to adequately protect both the
Administrative Agent’s and the Lenders’ interests in all or any portion of the Collateral needed to ensure that each Credit Party is protected by insurance in
amounts and with coverage customary for its industry with respect to such Collateral; such additional forms and limits of insurance to be obtained and in
effect within thirty (30) days of such written notice. If reasonably requested by the Administrative Agent, each Credit Party shall deliver to the Administrative
Agent from time to time a report of a reputable insurance broker reasonably satisfactory to the Administrative Agent, with respect to its insurance policies.
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